ANNUAL REPORT 2019-20

ASHUGANJ POWER STATION COMPANY LTD. (An Enterprise of Bangladesh Power Development Board) ISO 9001:2015, ISO: 14001:2015 & ISO 45001:2018 Certified Management System LIFE SKETCH OF BANGABANDHU SHEIKH MUJIBUR RAHMAN ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE TABLE OF CONTENTS

About APSCL 4-11 Corporate Ethos 4 Company Information 6 APSCL at a Glance 8

Corporate Directory 10 FROM THE BOARD

Performance in Brief 14-17 Performance at a Glance 2019-20 14 Five Years Financial Highlights 16

From the Board 20-77 Board of Directors 20 Directors’ Profile 23 ACHIEVEMENT Management Team 30 Organogram of APSCL 32 Notice to 20th AGM 35 Chairman’s Message 36 Managing Director’s Message 40 Directors’ Report 42

Achievement 80-87 Benchmarks & Milestone 80 Awards & Achievements 82 ISO Certification 84 19th AGM & 7th EGM 86

Additional Corporate Disclosure 90-115 Corporate Governance 90

MD & ED (Finance) Declaration to the Board 91 DISCLOSURE ADDITIONAL CORPORATE Certificate of Corporate Governance 2019-2020 92 Status of Compliance as per Corporate Governance Code 93 Report of the Audit Committee 106 Compliance Report on IAS & IFRS 107 Health, Safety & Environment 108 Memorable Events 2019-20 110 Financial Statements 117-185 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 1 2 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ABOUT APSCL ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE Corporate Ethos 4 Company Information 6 APSCL at a Glance 8 Corporate Directory 10 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 3 Corporate Ethos

To become the leader in power generation in Bangladesh in line with the government’s target to provide electricity to all

4 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL Empowering Bangladesh by expanding the

company’s power generation capacity to meet

the growing demand of the country through

efficient and effective management of facilities

and acquisition of capabilities for providing IN BRIEF PERFORMANCE MISSION quality electricity FROM THE BOARD ACHIEVEMENT OBJECTIVES

To enhance electricity generation from existing 1690 MW to 4327 MW by 2030

To achieve auxiliary consumption at 4.5%

To maintain 90% availability of power plants through proper maintenance

To maintain zero accident level consistently

To adopt the fuel diversification policy by installing coal and solar-based power plants

To provide need-based training to each employee as part of Human Resource Development DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 5 Ashuganj Power Station Company Limited (APSCL) is one of the largest power generation company in Bangladesh. The Company registered as a private limited company under the Companies Act 1994 on June 26, 2000, as part of the Power COMPANY Sector Development and Reform Program of the Government of Bangladesh. Later, it was transformed into a public limited company on March 1, 2003. APSCL registration No. is 40630 (2326) / 2000. INFORMATION Ashuganj Power Station (APS) Complex was handed over to APSCL through the 1st Provisional Vendor’s Agreement signed between Bangladesh Power Development Board (BPDB) and APSCL on 22 May 2003. All the activities of the company officially started from 01st June 2003 and the overall activities of the company including operation, maintenance and development activities of the Company vested on a management team consisting of managing director, executive director (engineering), executive director (planning and development) and executive director (finance). The authorized share capital of APSCL is BDT 5,000 crore, which is divided into 500 crore shares worth BDT 10 each. At present, the paid-up share capital of the company is BDT 1218.76 crore. Initially, the paid-up capital of the company was BDT ten lacs only. Later, through the 1st Provisional Vendor’s Agreement, signed on 22 May 2003, allotted shares worth BDT 661.40 crore to BPDB. Subsequently, through the Final Vendor’s Agreement, signed on 19 February 2020, an additional share of BDT 557.26 crore was allotted in the name of BPDB. By this Final Vendor’s Agreement, all the liabilities between APSCL and BPDB are settled. BPDB is the owner of 99.99% of the total shares of the company and the remaining shares are owned by the Finance Division, Planning Division, Power Division, and Energy and Mineral Resources Division of Government of the People’s Republic of Bangladesh. To accelerate the generation capacity and to fulfill the growing electricity demand, APSCL regularly implementing energy-efficient gas-based plants and further taken the initiative to implement coal-based power plants in Patuakhali and solar power plants in any suitable location of the country. For this, APSCL already acquired 530.975 acres of land in Patuakhali. Besides this, APSCL successfully issued a bond in the local capital market to raise BDT 6000 million. As part of the Government order, APSCL is working to issue a certain portion of share in the local market. The present installed capacity of APSCL is 1690 MW (about 17% of total electricity generation capacity in the public sector of the country, as on October 2020). Electricity generated by APSCL is being supplied to the national grid and distributed to the consumers throughout the whole country. APSCL plays a significant role in the national economic development by generating about 7.18% (as on October 2020) of the total electricity generation of the country. Natural gas from Bakhrabad Gas Distribution Company Limited is used as the primary fuel for electricity generation and water from the river Meghna is used for steam generation and cooling of the plants. The main portion of the used water is discharging through channels for irrigation in the dry season and the remaining portion of used water is discharging through channels to the river after cooling. It is well known that this water irrigates about 36,000 acres of land of Brahmanbaria district and adjacent areas.

6 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Year of Installed Capacity Present Net Capacity Name of the Unit Commissioning (MW) (MW)

Unit - 3 1986 150 129.07 Unit - 4 1987 150 137.49 Unit - 5 1988 150 128.21 50 MW 2011 53 42.134 225 MW 2015 223 214.85 PERFORMANCE IN BRIEF PERFORMANCE 200 MW Modular (Co-Owner with United Enterprise) 2015 195 198.51 450MW CCPP (South) 2016 383 352.927 450MW CCPP (North) 2017 386 357.98 8 Units Total = 1690 1561.17 FROM THE BOARD ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 7 APSCL -at a Glance

DATE OF INCORPORATION 28th June 2000

DATE OF FUNCTIONING 1st June 2003. PAID UP CAPITAL Tk. 1218.76 crore. REGISTERED OFFICE Ashuganj Power Station Company Ltd. Ashuganj, Brahmanbaria-3402. BUSINESS Power Generation. CORPORATE OFFICE Navana Rahim Ardent (Level 8), AREA OF LAND 863.975 acres (333 acres at Ashuganj, 185, Shahid Syed Nazrul Islam Sarani Brahmanbaria & 530.975 acres at Patuakhali). Bijoynagar, Dhaka. MANPOWER LEGAL STATUS 843 (as on 30 June 2020). Public Limited Company. NO. OF UNITS AUTHORIZED CAPITAL 08 (Eight). Tk. 5,000 crore.

8 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ACHIEVEMENT

INSTALLED CAPACITY 1690 MW. ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE PRESENT DERATED CAPACITY 1561.17 MW.

COMPANY WEB SITE www.apscl.gov.bd

E-MAIL [email protected] FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 9 Corporate directory

CHAIRMAN Mr. Md. Belayet Hossain

DIRECTORS 1. Professor Dr. Md. Quamrul Ahsan 2. Professor Mamtaz Uddin Ahmed 3. Mr. Sheikh Faezul Amin, PEng 4. Mr. Abu Alam Chowdhury 5. Mr. Md. Abul Monsur 6. Ms. Tahmina Yeasmin 7. Mr. Al Mamun Murshed 8. Mr. Mustaque Muhammad 9. Mr. Md. Zakir Hossain 10. Md. Rashedul Mahmood Russell 11. Mr. A M M Sazzadur Rahman

MANAGEMENT TEAM: 1. Mr. A M M Sazzadur Rahman Managing Director 2. Mr. A K M Yaqub Executive Director (Operation & Maintenance) 3. Mr. Kshitish Chandra Biswas Executive Director (Planning & Development) 4. Mr. Md. Mizanur Rahman Sarker Executive Director (Finance) 5. Mr. Mohammad Abul Mansur, FCMA, ACS Company Secretary

PROJECT DIRECTORS: 1. Mr. A K M Yaqub Project Director, Patuakhali 1320 MW coal based super thermal power plant. 2. Mr. Kshitish Chandra Biswas Project Director Ashuganj 400MW CCPP (East) project. 3. Mr. Md. Kamruzzaman Bhuyan Project Director Patuakhali 1320 MW coal based super thermal power plant land acquisition, development and protection project.

10 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

OPERATIONAL MANAGEMENT TEAM 1. Mr. Shah Alam Khan, P.Eng. Chief Engineer, Maintenance Unit 2. Mr. Md. Abdul Mazid Chief Engineer (3x600 MW CCPP Project) 3. Mr. Anwar Hossain Chief Engineer (Operation and Maintenance) 4. Mr. Ratan Kumar Paul Deputy General Manager (Finance & Accounts) 5. Mr. Bikash Ranjan Roy Superintendent Engineer (Electrical Maintenance) 6. Mr. Nur Mohammad Superintendent Engineer (Operation) 7. Mr. Muhammad Rokon Miah Superintending Engineer (Electrical), Ashuganj 450MW CCPP (South) 8. Mr. Haris Mohammad Wahedi Superintending Engineer (Mechanical), Ashuganj 450MW CCPP (North)

9. Mr. Nur Mohammad Mostafa Kamal Superintending Engineer (Mechanical), Ashuganj 450MW CCPP (South) IN BRIEF PERFORMANCE 10. Mr. Md. Saiful Islam Superintending Engineer (Planning and Development) 11. Mr. Mohammed Shanayz Superintending Engineer, Ashuganj 450MW CCPP (North) 12. Md. Kabir Hossain Superintending Engineer (Electrical), Ashuganj 450 MW CCPP (East) 13. Mr. Mohammad Mizanur Rahman Superintending Engineer (Maintenance Unit) 14. Mr. Md. Golam Moula Superintending Engineer (Mechanical Maintenance)

REGISTERED OFFICE: Ashuganj Power Station Company Limited. Ashuganj, Brahmanbaria-3402 FROM THE BOARD Phone: +8808528-74004; Fax: +8808528-74014, 74044 E-mail: [email protected], [email protected] Website: www.apscl.gov.bd

CORPORATE OFFICE: Navana Rahim Ardent (Level-8)

185, Shahid Syed Nazrul Islam Sarani, Bijoynagar, Dhaka ACHIEVEMENT Phone: +880-2-58317632; Fax: +880-2-48310918 Website: www.apscl.gov.bd

INVESTORS’ SUPPORT: Mr. Mohammad Abul Mansur, FCMA, ACS Company Secretary Phone: +880-2-58317632 Fax: +88-02-48310918 Email: [email protected]

AUDITORS: Masih Muhith Haque & Co. Chartered Accountants Address: Level 13, UTC Building, 8, Panthopoth, Dhaka-1215

MAIN BANKERS: DISCLOSURE ADDITIONAL CORPORATE Pubali Bank Ltd. EXIM Bank Ltd. Janata Bank Ltd. Rupali Bank Ltd. Brac Bank Ltd. Standard Chartered Bank HSBC FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 11 12 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF FROM THE BOARD PERFORMANCE IN BRIEF ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

Performance at a Glance 2019-20 14 Five Years Financial Highlights 16 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 13 Performance at a glance 2019-20

During the FY 2019-20, the company supplied 7,404.43 million KwH of electricity into the national grid which is 4.61% less than that of the previous period. In the considering period, the company earned Tk. 24,353.00 million which is 5.65% more than that of the previous period. On the other side, the cost of sales has also increased by 15.52% in the reporting period as against the corresponding period of the previous fiscal.

Net Generation 2019-20 Net Generation 2018-19 7,404 million KWH 7,762 million KWH

14 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

2019-20 2018-19 PERFORMANCE IN BRIEF

BDT in Million BDT in Million

25000 15000

20000 12000 FROM THE BOARD

15000 9000

10000 6000

5000 3000 ACHIEVEMENT

0 0 Net Income Operating Gross Sales Income Tax Financial O&M Cost of After Tax Profit Profit Revenue Expense Expenses Expenses Sales

BDT in Million BDT in Million

150000 100000

120000 80000

90000 60000 DISCLOSURE ADDITIONAL CORPORATE

60000 40000

30000 20000

0 0 Total Current Non-Current Total Current Non-Current Subordinate Equity Assets Assets Assets Liabilities Liabilities Liabilities Loans FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 15 Last five years Financial Highlights

2019-20 2018-19 2017-18 2016-17 2015-16

Operating Performance Net Generation in Kwh 7,404,437,761 7,762,495,875 7,552,694,185 6,431,716,061 4,393,395,192 Revenue 24,353,002,096 23,049,896,486 21,773,269,662 15,660,032,053 8,413,064,246 Cost of Sales 14,147,614,376 12,247,234,932 11,481,818,838 9,634,141,942 6,957,617,482 Gross Profit 10,205,387,720 10,802,661,554 10,291,450,842 6,025,890,111 1,455,446,764 Operating Profit 8,679,594,249 9,292,779,559 9,048,807,480 5,040,595,293 717,907,435 Net Profit 2,514,030,070 4,047,633,678 3,295,847,982 1,507,187,203 240,617,081

Financial Position Total Asset 120,290,118,243 114,573,199,474 106,855,993,905 98,108,867,184 90,719,006,926 Total Liability 96,782,341,297 92,656,577,744 89,903,933,928 85,145,524,220 74,533,486,499 Total Equity 23,507,776,945 21,916,621,729 16,952,059,977 12,963,342,964 16,185,520,427 Net Fixed Asset 82,707,333,652 87,851,420,662 15,159,822,219 16,733,415,073 18,071,893,749 Current Asset 28,005,730,577 24,127,556,983 15,479,319,189 10,458,718,872 7,638,066,633 Current Liability 15,572,921,682 13,956,958,145 13,028,099,019 7,638,114,041 2,327,370,864

Financial Indicators Gross Profit Margin 41.91% 46.87% 47.27% 38.48% 17.30% Operating Profit Margin 35.64% 40.32% 41.56% 32.19% 8.53% Net Profit Margin 10.32% 17.56% 15.14% 9.62% 2.86% Return on Equity 10.69% 18.47% 19.44% 11.63% 1.49% Return on Net Fixed Asset 3.04% 4.61% 21.74% 9.01% 1.33% Current Ratio 1.80 1.73 1.19 1.37 3.28 Quick Ratio 1.50 1.56 1.01 1.20 2.78 Debt Equity Ratio 3.03 3.24 4.17 5.98 4.68 DSCR 1.08 1.61 1.67 1.47 2.18 EPS 2.06 6.12 4.98 22.78 3.64 Diluted EPS 1.12 1.78 1.45 8.90 - Net Asset Value (NAV) 19.29 33.13 25.63 195.97 244.68 No of Share Issued 1,218,761,496 661,500,000 661,500,000 66,150,000 66,150,000 Diluted No. of Share 2,243,991,496 2,278,409,696 2,278,409,696 169,264,680 -

16 ASHUGANJ POWER STATION COMPANY LTD all figures are in million ABOUT APSCL

Net Generation in Kwh Revenue

8000 25000

6400 20000

4800 15000 PERFORMANCE IN BRIEF

3200 10000

1600 5000

0 0 2016-172015-16 2017-18 2018-19 2019-20 2016-172015-16 2017-18 2018-19 2019-20 FROM THE BOARD

Net Profit Total Asset

5000 150000

4000 120000 ACHIEVEMENT

3000 90000

2000 60000

1000 30000

0 0 2016-172015-16 2017-18 2018-19 2019-20 2016-172015-16 2017-18 2018-19 2019-20

Total Liability Total Equity

100000 25000 DISCLOSURE ADDITIONAL CORPORATE

80000 20000

60000 15000

40000 10000

20000 5000

0 0 2016-172015-16 2017-18 2018-19 2019-20 2016-172015-16 2017-18 2018-19 2019-20 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 17 18 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD FROM THE BOARD ACHIEVEMENT

The Board 20 Directors’ Profile 23 Management Team 30 Organogram of APSCL 32

Notice to 20th AGM 35 DISCLOSURE ADDITIONAL CORPORATE Chairman’s Message 36 Managing Director’s Message 40 Directors’ Report 42 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 19 MR. MD. BELAYET HOSSAIN Chairman, APSCL & Chairman, BPDB.

DR. MD. QUAMRUL AHSAN MR. MAMTAZ UDDIN AHMED MR. SHEIKH FAEZUL AMIN Ex-Professor, BUET & Professor, Dhaka University & Additional Secretary, Independent Director, APSCL Independent Director, APSCL Power Division & Director, APSCL Board of Directors

20 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE

MR. ABU ALAM CHOWDHURY MR. MD. ABUL MONSUR MRS. TAHMINA YEASMIN Ex Vice-President, FBCCI & Additional Secretary, EMRD & Deputy Secretary, Power Division & Independent Director, APSCL Director, APSCL Director, APSCL FROM THE BOARD ACHIEVEMENT

MR. AL MAMUN MURSHED MR. MUSTAQUE MUHAMMAD MR. MD. ZAKIR HOSSAIN Director, PMO and Member (P&D), BPDB & Member (Generation), BPDB & Independent Director, APSCL Director, APSCL Director, APSCL ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

MR. MD. RASHEDUL MAHMOOD RUSSELL MR. A M M SAZZADUR RAHMAN Proprietor, Sholakia Trade Concern and Managing Director, APSCL

Independent Director, APSCL (Ex-officio Director) FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 21 Directors’ Profile

22 ASHUGANJ POWER STATION COMPANY LTD Profile of Board of Directors ABOUT APSCL

ENGR. MD. BELAYET HOSSAIN of BUET. Recently, he has retired from BUET and joined as a CHAIRMAN Distinguished Professor in the Green University of Bangladesh.

Engr. Md. Belayet Hossain, Chairman of Bangladesh Power Development Board (BPDB) joined APSCL as Chairman on PROF. MAMTAZ UDDIN AHMED, FCMA August 13, 2020. DIRECTOR He was born in Madaripur on 1 February, 1963. He did his Bachelor of Science in Mechanical Engineering from BUET in Professor Mamtaz Uddin Ahmed, FCMA, has more than 36 years 1984. He joined as Chairman of BPDB on 12 February, 2020. He long teaching experience at the university level. He is the senior- is the 37th Chairman of BPDB. Before joining as Chairman, he most professor of the Department of Accounting & Information IN BRIEF PERFORMANCE was the Member (Generation) of BPDB. Systems (AIS), University of Dhaka. He was born in Cumilla (Rahmat Manjil, Bagichageaon, Station road) on March 10, 1958. Mr. Belayet joined Bangladesh Power Development Board (BPDB) as an Assistant Engineer on 28 October, 1984. He Prof. Ahmed obtained his Bachelor’s and Masters in Accounting worked at the Ghorasal 3rd & 4th Unit Extension Projects, from the University of Dhaka. He stood First class First in B.Com Ghorasal Power Station, Siddhirganj Power Station, Tongi 80 (Honors) and First class Second in M. Com. Besides, he obtained MW Gas Turbine Power Station, Renewable Energy Research an MBA from the University of Newcastle, USA, and a CMA & Development Directorate. He was the Project Director of Pre- degree from the Institute of Cost and Management Accountants

Payment Metering Project and Chief Engineer, Ghorashal Power (ICMA), Bangladesh. FROM THE BOARD Station and Chief Engineer, P&D BPDB. Moreover, he worked in Mr. Ahmed started his teaching career in 1984 as a Lecturer of lien at a gas turbine power station under the Dubai Electricity & Accounting at the University of Chittagong. In 1986 he joined water Authority. the University of Dhaka as Lecturer of Accounting. He became a He visited Russia, China, USA, Singapore, Thailand, India, Italy, Professor in the same department in2004. Prof Ahmed is credited Germany, Netherlands, Switzerland, France, Belgium etc. for with 25 professional articles published in highly rated journals at training and professional purposes. home and abroad.

He is married and blessed with four offspring. Prof Ahmed, in addition to his teaching and research, holds ACHIEVEMENT various respected academic and elected positions in the University of Dhaka. To cite a few, he was the Chairman of the DR. MD. QUAMRUL AHSAN Bureau of Business Research, Faculty of Business Studies; DIRECTOR Member, Dhaka University Teachers’ Association (DUTA). He served as the Chairman (2012-2015), Department of AIS, Director Born in 1951, Dr. Md. Quamrul Ahsan, the Professor of Electrical Master of Professional Accounting (MPA) Programmed run and Electronic Engineering of Bangladesh University of by- the same dept.; Senate member (2009-2012), University Engineering and Technology (BUET) joined at Ashuganj Power of Dhaka, and Director (2008-2011) the Bureau of Business Station Company Ltd as a Director in 2008. Dr. Ahsan is also Research, Faculty of Business Studies, University of Dhaka, the Chairman of Procurement Review Committee of Ashuganj Dhaka University Teachers’ Association (as Treasurer 2008; Power Station Company Ltd. After completing his graduation from 2018 & 2019 and Member 2020), Member in Finance Committee Bangladesh University of Engineering and Technology (BUET), (2010-2012 & 2018-2020), Senate member (2009-2012), More so, he obtained M.Sc Engineering from the same University in 1980. he has served the prestigious ICMA as a President for two terms Afterwards, in 1984 Mr. Ahsan acquired Ph.D from the University (2007 &2012). of Ottawa of Canada. Dr. Ahsan also was a visiting faculty member Prof. Ahmed is actively engaged in the nation-building of the University of Bahrain. He has published more than ninety DISCLOSURE ADDITIONAL CORPORATE professional endeavors, which includes among others, the technical papers in the reputed national and international journals following: Member Board of Directors Ashuganj Power station and conferences. He has been a reviewer of many national and company Ltd. (APSCL); Chairman of the Audit Committee of international journals including IEE and IEEE. Dr. Ahsan has APSCL, Independent Director, Chittagong Stock Exchange supervised seventeen postgraduate theses including three Ph.Ds. (CSE) Ltd (2014-2019); Former Chairman, Audit Committee, He, an author of four books, was the Technical Chair of ICECE CSE Ltd; Member, Board of Governors at Bangladesh Insurance 2006, Project Manager of an international training and a course Academy. He was the member (part-time) of the Salary and Pay coordinator of a short course sponsored by USAID under SARI/ Commission 2014. Energy Program. Dr. Ahsan has also worked as a consultant of many important national projects. He, a Former Director of PGCB, The extended family of Prof. Ahmed was involved in the 1971 has also been involved in the administrative works, for instance War of Liberation. His village home at Lakhmipur, Kashba, Dean of the Faculty, Head of the Department and Hall Provost Bramonbaria was put into a fire by the Pak army; his paternal FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 23 uncle (late) Abdur Satter was severely injured by the bullet of Pak After completing his education, he initiated business career in army, who, after severe suffering died in 1974. media sector. Gradually he expanded his business in sea food processing, home textile and handicraft sub-sector. He was awarded National Export Gold Trophy for record eleven times MR. SHEIKH FAEZUL AMIN, PENG. for the diversification of export item and for highest volume of DIRECTOR export. To his credit, he made multi-dimensional contribution for the Mr. Sheikh Faezul Amin joined in Ashuganj Power Station Trade and Industry. He was President of Bangla Craft and Company Ltd. (APSCL) as Director in 2012. At present, Mr. Amin founder President of Bangladesh Craft & Giftware Association. posted in Power Division, Ministry of Power, Energy and Mineral Mr. Chowdhury served as Vice-President of FBCCI and Director Resources for discharging the responsibilities of Additional for 6 terms covering 12 years in apex body of FBCCI. He also Secretary, Development. He is also a member of Procurement served as Vice-President of Confederation of Asia-Pacific Review Committee of APSCL as well as Director of NWPGCL Chambers of Commerce and Industry (CACCI) 2008-2010. He Ltd. Prior to this, he served as member of SREDA (Sustainable is founder member of the Daily Financial Express, member of & Renewable Energy Development Authority), which acts as International Chamber of Commerce (ICC) Bangladesh, former nodal agency for the promotion and development of sustainable EC member of SAARC Chamber of Commerce & Industry etc. energy, scaling up of renewable energy, energy efficiency and For long time he is recognized as CIP (Export) by the Bangladesh energy conversion. Mr. Amin did his graduation in Mechanical Government. His contribution to the Trade & Industry could be Engineering from Bangladesh University of Engineering and highlighted in short, main formulator of first export policy of Technology (BUET) in 1988. He served in Roads and Highways Bangladesh, major contributor from private sector to prepare Department for quite a long period as Assistant Engineer Sylhet National Budget Structure, easy reimbursement of claim from Division, Sub Divisional Engineer Sylhet, Mymensingh and ECG scheme etc. Dhaka, Executive Engineer of Barishal Division and many other significant key positions where he had proved his excellence. Mr. Chowdhury participated in many international seminars & Later Mr. Amin was moved to Ministry of Public Administration conferences organized by ESCAP, UNCATAD, EU, CBI, TDI, as Deputy Secretary. Afterwards, he posted in Power Division, CACCI with great success. In most of the occasion, he either led MPEMR and discharged his responsibilities as Deputy the delegation or played most active role for the interest of the Secretary as power savings. Mr. Amin, who was awarded Abul country. Mr. Chowdhury is a well-travelled man & visited many Kashem Award in 2008, also pursued his M.Sc. in Engineering countries of the world. True to his social commitment, he also Management from Brunel University, West London, UK with served as Executive Vice-President of JAYCEES International & excellent academic result. He also did MBA having major in JCI Senator, President & Chairman Trustee board of Chittagong Finance and Human Resource Management. He is privileged to Samitee etc. be a part of a good number of local and foreign training. Born in 1965, Mr. Amin, a Life Fellow as well as Professional Engineer MR. MD ABUL MONSUR (PEng) of Institute of Engineers of Bangladesh, is associated with various social clubs, organizations etc. DIRECTOR Mr. Md Abul Monsur Joined Ashuganj Power Station Company MR. ABU ALAM CHOWDHURY Ltd (APSCL) as Director in 2019. He is also a member of the Audit committee of this board. Currently, Mr Md. Abul Monsur is DIRECTOR working as Additional Secretary in Energy and Mineral Resources Mr. Abu Alam Chowdhury was born on 30 September 1948 in Division under Ministry of Power, Energy and Mineral Resources. a respectable Muslim family of village Popadia, Boalkhali of Prior to this position he worked as Secretary in Bangladesh Chittagong district. He has done Masters in Political Science Services Limited, (Owning Company of InterContinental Dhaka) from the University of Chittagong. a Public Limited Company, under Ministry of Civil Aviation and Tourism. Blessed with born leadership quality, he was elected as Secretary General of Students Union of Sir A.T. College. He Mr. Monsur joined in Bangladesh Civil Service (Administration) played commendable role in the great 69 movement against Cadre as an Assistant Commissioner in 1991 in Barisal District. Pakistani Ruler. During his studentship in Chittagong University, He discharged his responsibilities as Magistrate, UNO, Additional he was elected as cultural secretary and later served as general Deputy Commissioner in field administration and as Senior secretary in Chittagong University Central Students Union Assistant Secretary, Deputy Secretary Bangladesh Secretariat (CUCSU) and participated in liberation war of Bangladesh with in Bangladesh Secretariat. He worked in Ministry of Housing great valour. and Public Works, the then Privatization Commission, Statistics

24 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Division and Ministry of Public Administration. He also worked in MR. AL MAMUN MURSHED Department of Environment as Director. DIRECTOR Mr. Md. Abul Monsur did his Bachelor of Science (Honors) Mr. Al Mamun Murshed joined as a Director of the Board of degree in Agriculture from Bangladesh Agricultural University Ashuganj Power Station Company Ltd. (APSCL) in 2019. (BAU). He did Master degree in Public Administration (Policy) At present, Mr. Murshed is serving as Director of the Prime from the Flinders University of South Australia, Australia. He Minister’s Office. Mr. Murshed completed his Honors and got various Professional training at home, namely, Foundation Master’s degree in Mathematics from the University of Dhaka. Course, Law and Administration Course, Orientation Course at He also did another Master’s degree in Financial Management Bangladesh Military Academy, Treasury training, Land Records

from Middlesex University, London, UK. Later on, he joined the IN BRIEF PERFORMANCE and Survey, Computer Basic Skill training, Land Survey and Administrative Cadre of Bangladesh Civil Services and started Management, Performance Based Evaluation System Training his career as an Assistant Commissioner and Magistrate. Mr. and Managing at the Top (MATT-2) course. Murshed served different areas of public administration of the He also participated in a number of foreign training which Bangladesh Government. He served as Magistrate, Assistant include Human Resources Management and Economic Commissioner (land), Senior Assistant Secretary, Deputy Development, Administering Environment and Development in Secretary, and so on. As a part of his service, Mr. Murshed took the 21st Century’s information Era, Education for Sustainable part in various training such as Law and Administration Course Development in Higher Education and Training Programme for at BCS Administration Academy, Foundation Training Course at

Tourism Leaders of Korea’s Fellow Countries. Moreover, he BPATC, Survey and Settlement Training, Public Administration FROM THE BOARD participated in many national and international Conferences, training course in South-Korea and so on. Govt. programmes on behalf of the Government of Bangladesh. During his long carrier he visited different countries, namely, MR. MUSTAQUE MUHAMMAD India, Nepal, Malaysia, Singapore, China, Thailand, KSA, South Korea, UAE, UK, USA and Australia for attending in Training, DIRECTOR Seminar, Govt. programmes. Mr. Mustaque Muhammad, Member (Planning and Development) of Bangladesh Power Development Board (BPDB) was born ACHIEVEMENT MS. TAHMINA YEASMIN on 01 December 1961. He is the 64th Member (Planning and Development) of BPDB. He joined APSCL as Director on 18 DIRECTOR March 2020. He is also serving as a member of the board Ms. Tahmina Yeasmin, Deputy Secretary of Power Division, joined of directors of B-R Powergen Ltd. and West Zone Power Ashuganj Power Station Company Ltd. (APSCL) as Director Distribution company ltd. in December, 2017. She is also a member of Recruitment and Before joining as a Member of BPDB, he served as the Chief Promotion Committee of the Company. As BCS administration Engineer (Power Station Construction) in BPDB. He obtained cadre, prior to her present position as Deputy Secretary in B.Sc. An engineering degree from Bangladesh University of Power Division, she worked in Cabinet Division, Ministry of Land, Engineering and Technology (BUET) in Electrical Electronics Ministry of Establishment of Bangladesh Government as Senior Engineering in 1983. In his long illustrious career in BPDB, Assistant Secretary and Assistant Commissioner. Ms. Yeasmin Mr. Mustaque successfully performed his duties as Assistant completed her post-graduation on Geography (Planning) from Engineer, Sub-divisional Engineer, Executive Engineer, Jahangirnagar University in 1994. Later, she completed M.Phil Superintendent Engineer, and Chief Engineer. on Geography (Rural Housing) from Dhaka University in 2007. In Mr. Mustaque took part in many pieces of training Courses addition, she completed post graduate diploma in Information DISCLOSURE ADDITIONAL CORPORATE in Bangladesh and overseas on administration, Analysis & Technology and Economics & Project Planning from National Protection of Power Systems, Energy Management, and various Academy for Planning and Development, Dhaka. She attended a technical subjects. A renowned organizer Mr. Mustaque visited good number of local and foreign training on good governance, the United Kingdom, Thailand, and many other countries for social protection, ICT, land administration, population science, training & professional purposes. He is a fellow of the Institution law & administration and so on. She visited USA, Spain, of Engineers, Bangladesh. Australia, Russia, Sweden, Switzerland, Austria, Germany, Japan, China, Nepal and many other countries for training and professional assignment.

FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 25 26 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

ENGR. MD. ZAKIR HOSSAIN time. Apart from that, he also worked for different political and DIRECTOR social organizations such as Ekattorer Ghatak Dalal Nirmul Committee, Muktijoddha Chattro Command, Slogan’71, etc. He is Engr. Md. Zakir Hossain, Member (Generation) of Bangladesh a businessman in personal life. Power Development Board (BPDB) joined Ashuganj Power Before joining Ashuganj Power Station Company Ltd. as Station Company Limited (APSCL) as a Director of the Board on Independent Director in the Board of Directors, he served for June 2020. He is also a Director of the Board of B-R Power Gen Karnafulli Gas Distribution Company Limited, (a subsidiary and Electricity Generation Company of Bangladesh (EGCB). company of Petrobangla) successfully as Director in the Board of Engr. Md. Zakir Hossain was born in a Muslim family in the district Directors for approximately six years. He is also a member of the of Chapai Nawabganj on January 19, 1962. He attained S.S.C. Audit Committee of APSCL. Mr. Russell is very fond of traveling. IN BRIEF PERFORMANCE from Ranihati M.L High School in 1977 and H.S.C. from Rajshahi He visited many places in Bangladesh as well as different Govt. College in 1979. He completed his B.Sc. in Electrical and countries of the world. Electronic Engineering (EEE) from Bangladesh University of Engineering and Technology (BUET) in 1984. ENGR. AMM. SAZZADUR RAHMAN Engr. Md. Zakir Hossain joined in Bangladesh Power Development Board (BPDB) on October 28, 1984, as an Assistant MANAGING DIRECTOR Engineer. Afterward, he served in the Ghorasal Thermal power Engr. AMM Sazzadur Rahman, an old-timer of Ashuganj Power

Extension Project (3rd & 4th Unit) and Ghorasal Power Station FROM THE BOARD Station Company Ltd., was appointed to Managing Director of as Assistant Engineer, Sub-Divisional Engineer, and Executive APSCL on 22.02.2016. Before this assignment, Mr. Rahman Engineer. He also served as Manager (SE) at Bera 70 MW Peaking served as Executive Director (Engineering), DGM (Electrical Power Plant, Ghorasal Power Station, Ghorasal Training Center, Maintenance) & PD (450MW CCPP) for about one year. His and Tongi 80 MW Gas Turbine Power Station. He worked as dazzling career commenced as Assistant Engineer (Trainer) at Additional Chief Engineer & Chief Engineer at 210 MW Siddhirganj regional Training Center, Tongi of BPDB in 1983 following the Thermal Power Station. Before joining the current position, he completion of his graduation from BUET. Mr. Rahman, a Fellow of served as Chief Engineer (Generation), BPDB, and Member

the IEB, then moved to the erstwhile Power Plant Training Center ACHIEVEMENT (Company Affairs), BPDB. of Ashuganj Power Plant Complex in 1988. The following years He also worked in lien at Al-Taweelah Thermal Power Station, Abu saw his sparks of excellence in the field of Procurement, Auto Dhabi under Abu Dhabi Electricity and Water Authority for five Control, Generator and Switch Gear & Protection, and so on. In years. his 36 years of widespread and multifaceted career Mr. Rahman, He is a Life Fellow of the Institution of Engineers, Bangladesh. a student of Electrical & Electronic Engineering, was responsible for overseeing the overall electrical maintenance and protection, He visited Turkey, India, Ex-USSR, South Korea, Japan, USA, electrical system studies & relay coordination, troubleshooting of Austria, China for training and official purposes. substation, boiler & turbine control system, generator protection He is married and blessed with 2(Two) sons. system, process control system and so on. He was an integral part of the team who repair the self-auxiliary transformer for Unit- 2 and install & commission the 200MVA, 230/15.75 kV step-up MR. MD. RASHEDUL MAHMOOD RUSSELL transformers for Unit-3. Mr. Rahman actively participates in post overhauling testing, commissioning & performance acceptance Mr. Md. Rashedul Mahmood Russell was born on 20 August activities of Unit-3, 4 & 5, during the period 2003 to 2008. He 1975 in a respectable Sunni Muslim family of Kishoregonj district. played a vital role in the inception period of APSCL’s large

Due to his father’s job, he grown up, completed his study, and Combined Cycle Power Plant projects. He worked as Project DISCLOSURE ADDITIONAL CORPORATE developed himself at Dhaka University area after his birth. While Director of those three projects during Feasibility Study, Bid studying at University Laboratory School and College, Dhaka Document Preparation, Bid Evaluation, financial closing, and City College, and University of Dhaka, he closely involved with Contract Signing stage. Born in 1960, Mr. Rahman, who authored different social/political/cultural activities from childhood parallel the article “Turbo-Generator Protection” attended various training, to his education due to his social commitment. He served at inspection, factory testing, seminars & symposiums at home and various levels in the largest student organization in the sub- abroad intending to sharp his professional wisdom. continent, Bangladesh Chattro League and finally, he led the students in the same organization as vice-president of the central executive committee. He also worked for Bangladesh Awami League as Assistant Secretary in the central sub-committee.

Presently he is the executive member of Dhaka South Awami FINANCIAL STATEMENTS League. He also served Red Crescent as a member for a long

ANNUAL REPORT 2019-20 27 28 ASHUGANJ POWER STATION COMPANY LTD Management ABOUT APSCL Team PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 29 Management Team

A M M SAZZADUR RAHMAN Managing Director

A.K.M. YAQUB KSHITISH CHANDRA BISWAS MD. MIZANUR RAHMAN SARKER Executive Director Executive Director Executive Director (Operationa & Maintenance) (Planning & Development) (Finance)

MD. SHAH ALAM KHAN MOHD. ABDUL MAZID MD. ANWAR HOSSAIN MD. KAMRUZZAMAN BHUYAN Chief Engineer (AMU) Chief Engineer Chief Engineer Project Director (CE) (Acting) (3 x 600 MW CCPP Project) (O & M) Patuakhali 1320 MW STPP Project

30 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE

RATAN KUMAR PAUL MOHAMMAD ABUL MANSUR BIKASH RANJAN ROY NOOR MOHAMMAD Deputy General Manager Company Secretary Superintending Engineer Superintending Engineer (F & A) (Electrical Maintenance) (Operation) FROM THE BOARD ACHIEVEMENT

MUHAMMAD ROKON MIAH HARIS MOHAMMAD WAHEDI NOOR MD. MOSTAFA KAMAL MD. SAIFUL ISLAM Superintending Engineer, (Elec- Superintending Engineer (Me- Superintending Engineer, (Me- Superintending Engineer trical), 450 MW CCPP South chanical), 450 MW CCPP North) chanical), 450 MW CCPP South (P & D) ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

MOHAMMAD MIZANUR RAHMAN MOHAMMED SHANAYZ MD. KABIR HOSSAIN MD. GOLAM MOULA Superintending Engineer (AMU) Superintending Engineer (Electri- Superintending Engineer, Project Superintending Engineer (Me- FINANCIAL STATEMENTS cal), 450 MW CCPP North 400 MW CCPP (East) chanical), Unit 3,4,5

ANNUAL REPORT 2019-20 31 Organogram of APSCL

BOARD OF DIRECTORS

Maananaginngg Dirreectoorr

1320 MW Chief Engineer (MU) Company Secretary Manager (HRD) Manager (Health, Manager (MIS & ICT) Dy. Manager STPP SE (MU) (Company affairs) Safety & Environment) (Internal Audit & (Coal land project) Control)

Executive Director Executive Director Executive Director (Finance) (Planning & Development) (Operation & Maintenance)

Manager (Procurement)

Dy. Manager (Security & Discipline) PD 400 MW CCPP East Chief Engineer (O&M)

SE SDE (Document Centre) DGM (Finance & (Planning & Accounts) Development)

450 MW 450 MW SE SE SE Manager Manager Manager XEN CCPP (North) CCPP (South) (Operation) (Electrical (Mechanical (HRM) (Accounts) (Finance) (P&D) Maintenance) Maintenance)

XEN (Operation) XEN (Operation), XEN (Generator) XEN (Boiler) 225 MW CCPP XEN (Shift) U-3,4&5 XEN (Substation) XEN (Turbine) XEN (Operation) XEN (Mechanical) XEN (Shift) XEN (Instrumenta- XEN (Workshop) SE= Superintending Engineer Plant Manager tion & Control) XEN (Mechanical) XEN (Electrical) Manager (Stores) XEN= Executive Engineer (O&M), 50 MW GE (Block-A) XEN (Electrical & SDE = Sub-Divisional Engineer XEN (Inst. & XEN (Ecien cy & XEN (Instrumenta- Instrument) O&M= Operation & Maintenance Control) CO) tion & Control) Asstt. Manager Head Master Sr. Medical Officer PD = Project Director Manager (Chemical) (Block-B) (Labor & Welfare) (School) (Medical Center) P&D = Planning & Development XEN (Civil) MU = Maintenance Unit

32 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

BOARD OF DIRECTORS

Maananaginngg Dirreectoorr PERFORMANCE IN BRIEF PERFORMANCE

1320 MW Chief Engineer (MU) Company Secretary Manager (HRD) Manager (Health, Manager (MIS & ICT) Dy. Manager STPP SE (MU) (Company affairs) Safety & Environment) (Internal Audit & (Coal land project) Control) FROM THE BOARD

Executive Director Executive Director Executive Director (Finance) (Planning & Development) (Operation & Maintenance)

Manager (Procurement)

Dy. Manager (Security & Discipline) ACHIEVEMENT PD 400 MW CCPP East Chief Engineer (O&M)

SE SDE (Document Centre) DGM (Finance & (Planning & Accounts) Development)

450 MW 450 MW SE SE SE Manager Manager Manager XEN CCPP (North) CCPP (South) (Operation) (Electrical (Mechanical (HRM) (Accounts) (Finance) (P&D) Maintenance) Maintenance) ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

XEN (Operation) XEN (Operation), XEN (Generator) XEN (Boiler) 225 MW CCPP XEN (Shift) U-3,4&5 XEN (Substation) XEN (Turbine) XEN (Operation) XEN (Mechanical) XEN (Shift) XEN (Instrumenta- XEN (Workshop) SE= Superintending Engineer Plant Manager tion & Control) XEN (Mechanical) XEN (Electrical) Manager (Stores) XEN= Executive Engineer (O&M), 50 MW GE (Block-A) XEN (Electrical & SDE = Sub-Divisional Engineer XEN (Inst. & XEN (Ecien cy & XEN (Instrumenta- Instrument) O&M= Operation & Maintenance Control) CO) tion & Control) Asstt. Manager Head Master Sr. Medical Officer PD = Project Director Manager (Chemical) (Block-B) (Labor & Welfare) (School) (Medical Center) P&D = Planning & Development XEN (Civil) MU = Maintenance Unit FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 33 34 ASHUGANJ POWER STATION COMPANY LTD Notice of the Annual General Meeting ABOUT APSCL

Memo No: 02/APSCL/company affairs/AGM-20/904 Date: 03 December 2020

NOTICE OF THE 20TH ANNUAL GENERAL MEETING

Notice is hereby given that the 20th Annual General Meeting of Ashuganj Power Station Company Ltd. will be held on Sunday, 27th December, 2020, 12 ‡cŠl 1427 e½vã at 6.00 P.M. by using Digital Platform as per the order of BSEC, ref. no. Sec/SRMIC/94-231/25, dated-08 July 2020 to transact the following businesses: PERFORMANCE IN BRIEF PERFORMANCE

AGENDA

1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the year ended 30 June 2020 together with the Auditor’s Report thereon; 2. To approve Dividend for the year 2019-20 as recommended by the Board of Directors; 3. To elect Directors in place of those retiring in accordance with the provisions of Articles of Association of the Company; FROM THE BOARD 4. To appoint Statutory Auditors and fix their remuneration for the year 2020-2021; 5. To appoint Professionals for Corporate Governance Compliance Certification and fix their remuneration for the year 2020-2021. 6. To transact any other businesses with the permission of the chair.

By order of the Board, ACHIEVEMENT

Mohammad Abul Mansur, FCMA, ACS Company Secretary Ashuganj Power Station Company Ltd.

NOTE: ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE 1. A member entitled to attend and vote at the Annual General Meeting may appoint any person as a proxy to attend and vote on him/ her behalf. 2. The proxy form, duly completed and stamped, must be deposited not later than 48 hours before the meeting. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 35 Chairman’s Message

36 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL In this auspicious Mujib Borsho, it’s my great pleasure to welcome you all to the 20th Annual General Meeting of Ashuganj Power Station Company Limited (APSCL). I would have very much liked to meet and address you in person, but as you know, we are holding this meeting over a virtual platform due to the prevailing unprecedented circumstances. I would like to thank you for sparing IN BRIEF PERFORMANCE the time to join us today from wherever you are, and for your continued faith in APSCL and its management. I hope you and your family members are remaining healthy and staying safe. FROM THE BOARD

It’s my immense pleasure and a sense of pride in stating that estimated cost of the project is BDT 29,310 million which is financed the Company continued its sustained leadership in an intensely by ADB, IDB, and GoB funds. The construction works of the project competitive market and is an important contributor to the power started on 16th July 2018 and the expected commercial operation sector of Bangladesh in line with the SDG target of universal access date of the simple cycle was by December 2020 and the combined to electricity, increasing share of renewables in the energy mix, and cycle by July 2021. Unfortunately, due to the worldwide pandemic improvement of energy efficiency. The performance is reflective situation, this timeline may be shifted by 06(six) months. of the hard work and perseverance of its dedicated employees ACHIEVEMENT As all the power plants of APSCL are gas-based, APSCL mastermind working relentlessly for the company’s success. Please join me in to build coal-based and renewable-energy based power plants to congratulating the leadership and employees of the Company for ensure fuel diversification. With this view, the company has already delivering a successful financial year once again. taken the initiative of a mega project of 1320 MW Ultra-Super Critical The Company reached the milestone of twenty years of a successful Coal-Fired Power Plant at Kalapara, Patuakhali. A separate project journey in power generation and continued its performance run for named ‘Land acquisition, development, and protection for kalapara another year by several impressive achievements. During the year, 1320 MW super thermal power plant project’ has been taken to the total generation of the Company reached 7404.44 million KwH of complete the initial activities of the coal-based power plant project. electricity which consequently boost its sales at BDT 24,353 million. This preliminary project is financed combinedly by GoB and APSCL. The Company’s profit after tax stood at BDT 2514 million in the The acquisition of 930.615 acres of land for the project is almost reporting period. Though the Company is maintaining its track record finished. Within a very short period, land development and protection of earning profits continuously, the profit after tax of this financial year activities will be started. On the other hand, APSCL is searching for a dropped by 37.89% compared to the previous year due to coupon suitable location to implement a 200 MW grid-tied solar park project payment of the bond, scheduled repayment of the north project, to enter into the arena of renewable energy. decrease in capacity payment, and increase in deferred tax. In line with the Government initiative of bringing state-owned In line with the excellent performance, the Board of Directors has companies into the capital market, APSCL started various activities proposed an all-time high equity dividend of 6.25% of paid-up capital to issue ordinary shares through an initial public offer. As the very DISCLOSURE ADDITIONAL CORPORATE amounting to BDT 76,17,25,935.00 for fiscal 2019-20 as against first step, APSCL recruited a consultant firm for the asset valuation of 6.0% amounting to BDT 39,69,00,000.00 paid in the previous year. the company. APSCL started its activities of issuing ordinary shares, With this, APSCL has maintained its track record of paying dividends but due to the worldwide COVID pandemic, the activities lapse for uninterruptedly for the last 09(nine) years. almost 8 months. But now a skilled team is working relentlessly on As the leading power generation company of Bangladesh with a this issue. I think the issuance of shares in the secondary market shall generation capacity of 1690 MW electricity, APSCL is focusing further enhance the accountability and transparency of the company as well to enhance its generation capacity of 4327MW by 2030. According to as strengthen our capital market. the Power Sector Master Plan, APSCL is heading towards expanding It is worth full to mention that, APSCL has also expanded its footprint its generation capacity by substituting energy-efficient power plants in the capital market by successfully raised funds of BDT 6000 million at the place of existing old and low-efficient plants. The running from the local capital market through bond issue. The publicly issued project named Ashuganj 400MW CCPP (East) is in full swing. The bond of BDT 1000 million is being traded in the name ‘APSCLBOND’ FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 37 38 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL in both secondary markets of the country, DSE and CSE from January 16, 2020. My heartfelt gratitude to the investor for their support and participation in the process. APSCL believes in proactive inclusion of public interest in its corporate priorities. This is seen in the extensive engagement of the company with the society and its special focus on enhancing employability through vocational education and technical training, contributing to an irrigation project, and supporting religious activities through establishing mosques and a temple. Before I conclude, I would like to convey on behalf of the Board and my behalf, our sincere thanks to all our esteemed stakeholders for their support and confidence in the organization and look forward to the continuance of this mutually supportive relationship. I feel proud to acknowledge the visionary leadership of Honorable Prime Minister Her Excellency Sheikh Hasina MP, Government of Peoples Republic of Bangladesh that has helped to reach the power sector at the stage it is now. I would like to express my sincere gratitude to Honorable Adviser to the Prime Minister for Power Energy and Mineral Resources Affairs, Honorable Minister of State, Ministry of Power, Energy and Mineral IN BRIEF PERFORMANCE Resources, Principal Secretary to the HPM and Secretary, Power Division for their invaluable guidelines and support for the smooth progress of the company. I would also like to convey our deep appreciation for the support and guidance received from the Power Division, Planning Division, Finance Division, Economic Relation Division, Energy Division, Ministry of Commerce, Banking Division, Bangladesh Power Development Board, National Board of Revenue, Bangladesh Bank, Petro Bangla, Bakhrabad Gas Distribution Company, Asian Development Bank, Islamic Development Bank, HSBC, SCB, ICB, and other development partners & financial institutions in the various operations of the Company and its developmental plans.

We thank all our Business Associates and Stakeholders who have been a source of our strength. We also express our thanks to all of you FROM THE BOARD and other shareholders for the confidence you have reposed in us and we look forward to your long association with us. Your Company’s achievements and dreams for the future are the result of the untiring efforts, commitment, and dedication of every member of the APSCL family and we owe our gratitude to them. I would also like to thank my colleagues on the Board of the Company for their valuable contributions in steering the Company for a higher level of achievement. Let me reassure you that, it shall always be our sincere endeavor in continuing the efforts to maintain APSCL’s business leadership and emerge as a world-class organization, in line with the Company’s Vision. I wish you all a prosperous 2021 and well-being for all of you and your family members. Let us pray to Almighty Allah for peace and good health for all. ACHIEVEMENT

Engr. Md. Belayet Hossain Chairman, APSCL & Chairman, Bangladesh Power Development Board. ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 39 Managing Director’s Message

40 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL Along with a concrete vision to become the leader in power generation in Bangladesh in line with Government’s target to provide electricity to all, Ashuganj Power Station Company Ltd. is expanding the company’s power generation capacity to meet the growing demand of the country through efficient and effective management of facilities and acquisition of capabilities for providing quality electricity.

With due respect to The Father of the Nation and the architect of So in summary, I would like to thank again all those who have IN BRIEF PERFORMANCE independent Bangladesh Bangabandhu Sheikh Mujibur Rahman, I contributed relentless hard work and effort of the past to bring up am delighted to announce that APSCL is celebrating the 20th AGM here today and will continue to grow for years to come. for the fiscal year of 2019-2020. Finally, I express my ultimate gratitude to the Hon’ble Prime Since the last decade, Ashuganj Power Station Company Ltd. has Minister, Sheikh Hasina, for her leadership skills and Indefatigable been producing the highest power and continuously increasing from work to light up every corner of the country through increasing the 724 MW to 1690 MW now. The company’s main objective is to enhance generation. electricity generation from existing 1690 MW to 4000 MW by 2030. I also extend my sincerest appreciation to the Hon’ble Adviser to We are now in an ever-changing environment and we have each the Prime Minister for Power, Energy & Mineral Resources Affairs, and every type of thermodynamic cycle on which our thermal plants Dr. Tawfiq-e-Elahi Chowdhury, BB; Hon’ble State Minister for FROM THE BOARD are running which makes APSCL a power hub”. And the three main Power, Energy & Mineral Resources Mr. Nasrul Hamid, MP; Hon’ble attraction of Ashuganj is gas transmission system (4 gas lines), good Principal Secretary to the Hon’ble Prime Minister, Dr. Ahmed Kaikaus waterways connection with seaports of Chittagong and Mongla and and Hon’ble Secretary of the Power Division, Ministry of Power the outstanding Meghna river water as cooling media. Energy & Mineral resources, Md. Habibur Rahman for their valuable Our company has been able to stand firm in such a difficult year instruction, support, and guidance recommendation. with COVID-19. APSCL has been supplying power to the national To this end, I am glad to thank the Chairman, Bangladesh

grid uninterruptedly during the COVID-19 situation according to Power Development Board (BPDB), the Board of Directors, all ACHIEVEMENT the demand. In addition to this, the project works were continuing the Employees, Workers, Officials, Shareholder, Stakeholder, to a limited extent not fully halted. Not only these but also, we Government Agencies, Bank & Financial Institutions, Customers, managed to run the Ashuganj 450 MW CCPP (South) plant during Consumers, Suppliers, and other service agencies for performing the scheduled maintenance period successfully by doing special their respective roles in their best manner, which collectively inspections instead of Hot Gas Path Inspection (HGPI) as TFA could contributed to the results for the benefit of all of us and nation. not come to do HGPI due to COVID-19 pandemic. Besides, I would like to make a special mention of our employees’ In line with Govt. mission and the UN’s Sustainable Development enthusiastic contribution to establishing our organization as the 2nd goal -7, two projects are running. One is the Ashuganj 400 MW largest power Generation Company. CCPP (East) project, around 70% of physical work is done and The global spread of COVID-19 has served as a keen reminder of financial progress is 59%. Another one is the Patuakhali 1320 the importance of our employees and families’ well-being, securing MW super thermal power plant project. Under this project Land an emergency supply chain, and a stable financial base. In this Acquisition, development & protection project being taken and we regard, I ardently request everyone to take protective measures and already completed the 925 acres of the land acquisition process. stay safe during this global pandemic. APSCL’s two old Units, Unit 1-2 has already been retired and Unit 3-5 will be retired within 2026. APSCL has a plan to establish

2x600MW CCPP by replacing those plants (578 MW). DISCLOSURE ADDITIONAL CORPORATE We provide training to our employees within the country so that they should always have updated knowledge of the latest technology. As a result, our engineers are operating all eight generation units including three new combined cycle power plants by themselves. A M M Sazzadur Rahman Managing Direcotr, APSCL The government of Bangladesh has announced the commemoration of 2020–2021 as the “Mujib Borsho” on the occasion of the centennial birth anniversary of our great leader and father of the nation, Sheikh Mujibur Rahman. As a part of this APSCL undertaken different activities in line with the program chalked out by the power division. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 41 Directors’ report

42 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

The Directors of the Board of Ashuganj Power Station Company Ltd. (APSCL) have the pleasure of submitting their report and the audited financial statements of the company for the year 2019-2020.

Overview of the Global Economy The world has been experiencing an unprecedented decline in global activity due to the COVID-19 pandemic. Global growth is projected at (–) 4.9 percent in 2020, which was not seen in the near past by the world. Though the countries of the advanced economy facing much IN BRIEF PERFORMANCE compared to the Global economy, that is -8.0 percent. The projection for Emerging Markets and Developing Economies is quite less. The COVID-19 pandemic has had a more negative impact on activity in the first half of 2020 than anticipated, and the recovery is projected to be more gradual than previously forecasted. In 2021 global growth is projected at 5.4 percent, by a sense that the world shall be as before as or better than that. The adverse impact of the COVID-19 pandemic on low-income households is particularly acute, imperiling the significant progress made in reducing extreme poverty in the world since the 1990s. The pandemic has worsened in many countries that result in a markedly dropped in consumption and services output, depressed mobility, severe hit to the labor market, and weaker inflation. At present the growth projections of the world economy projected as below: FROM THE BOARD

GROWTH PROJECTIONS

A Crisis Like No Other, An Uncertain Recovery

GLOBAL ADVANCED EMERGING MARKETS &

ECONOMY ECONOMIES DEVELOPING ECONOMIES ACHIEVEMENT 5.9 5.4 4.8 3.7 2.9 1.7 -4.9 -8.0 -3.0

2019 2020 2021 2019 2020 2021 2019 2020 2021

Source: World Economic Outlook-July 2020, IMF DISCLOSURE ADDITIONAL CORPORATE

Global Power Sector in 2019 The World’s primary energy consumption growth slowed to 1.3% last year, less than half the rate of growth in 2018 (2.8%). The increase in energy consumption was driven by renewables and natural gas, which together contributed three-quarters of the expansion. All fuels grew at a slower rate than their 10-year averages, apart from nuclear. By country, China was by far the biggest driver of energy, accounting for more than three-quarters of net global growth. In advanced economies, electricity demand recovers to pre-crisis levels by 2023 and then rises by 0.8% per year through to 2030, driven by the electrification of mobility and heat. Developing market and emerging economies underpin strong growth, exceeding pre-crisis levels by 2021. A handful of countries including Ghana, Kenya, Senegal, Ethiopia, and Rwanda are on track to achieve universal access to electricity by 2030, but 660 million people still lack access in 2030, including 33% of all people in Africa. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 43 Directors’ Report

Generation Growth Rate

Africa

Middle East

CIS

Europe

S. & Cent. America

North America

-3.0% -2.0% -1.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0%

2008-18 2019

Source: BP Statistical Review of World Energy 2020

Global Power Generation: 2009-2019 Global power generation, which had increased by nearly 3%/year over the 2000-2018 period, slowed down significantly in 2019 (+1%), reflecting the lower electricity demand due to relatively milder weather conditions and slower economic growth. In 2019, global electricity consumption grew at a much slower pace than in recent years (+0.7% compared to an average of 3%/year over the 2000-2018 period). Coal-fired power generation that is 36% of the global power mix in 2019, decreased by 3.5%, offset by an increase in gas-fired (+3.2%), nuclear (+3.6%), wind (+12%), and solar (+24%) generation. China was the main contributor to the global power generation growth, with a rising renewable and thermal production; power generation increased by 4.7% in 2019, less than half the 2000-2018 average (+10%/year).

Source: Global Energy Statistic Year Book 2019

44 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Electricity demand in China, which accounts for 28% of the global electricity consumption, grew by 4.5% in 2019 compared to 10%/year over the period 2000-2018, as the slowdown in electricity demand from the industry due to lower economic growth in 2019, was partly offset by strong demand from the residential and services sectors. It was stable in India and Russia. In the USA, lower demand from the industrial and residential sectors contributed to cut electricity consumption by 2.2%. Electricity consumption also contracted in the EU (-1.4%, in line with the economic slowdown), in Japan, South Korea, and South Africa.

Comparative Generation by region (TWh) PERFORMANCE IN BRIEF PERFORMANCE

2008-2018

2019 FROM THE BOARD

North S. & Cent. Europe CIS Middle Africa Asia ACHIEVEMENT America America East Pacific

Source: BP Statistical Review of World Energy 2020

Global Contribution of Electricity in Achievement of SDGs

Policymakers around the world believe that access to modern energy (both electrical and non-electrical) is a requirement for sustainable DISCLOSURE ADDITIONAL CORPORATE development. That’s why for ensuring sustainable development, SDGs includes Goal-7 “ensure access to affordable, reliable and modern energy for all by 2030” including universal access to electricity and clean cooking, a greater share of renewables in the energy mix, and a doubling of the rate of improvement of energy efficiency. Renewable sources of electricity have been resilient during the Covid-19 crisis and are set for strong growth, rising by two-thirds from 2020 to 2030. Renewables meet 80% of global electricity demand growth during the next decade and overtake coal by 2025 as the primary means of producing electricity. By 2030, the hydro, wind, solar PV, bioenergy, geothermal, concentrating solar, and marine power them provide nearly 40% of the electricity supply. Solar PV becomes the new king of electricity supply and looks set for massive expansion. From 2020 to 2030, solar PV grows by an average of 13% per year, meeting almost one-third of electricity demand growth over the period. Global coal-fired generation recovers from an 8% drop in 2020 but never returns to its 2018 peak. China leads the way, expanding electricity from renewables by almost 1500 TwH by 2030. A road map to 2050 forecasted by the International Renewable Energy Agency (IRENA) shown below focusing on the future of the fuel mix of power generation: FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 45 Directors’ Report yr) ation (TWh/ Electricity Gener

Source: Publication on Global Energy Transformation by the International Renewable Energy Agency (IRENA). National Economic Environment Bangladesh is one of the world’s fastest-growing economies in respect of GDP annual growth. it is classified among the emerging market economies and a frontier market, which is the 40th largest economy in the world in nominal terms, and 30th largest by purchasing power

15 GDP Growth Rate (%) Sectoral (Electricity) Growth Rate of GDP (%) 2,064 1,909 Per Capita GNI (US$) 12 1,751 1,610 1,465

9

6.55

6 5.24

3

0 Source: Bangladesh Bureau of Statistics 2015-16 2016-17 2017-18 2018-19 2019-20 (P)

46 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL parity. Economic growth slumped to an over 10-year low in FY 2020, as the pandemic hammered both domestic activity and the external sector. Turning to FY 2021, the economic panorama seems to have been gradually improving after the easing of restrictions. Growth is expected to pick up some steam in the coming fiscal year as foreign demand gradually recovers from the Covid-19-induced shock, while supportive fiscal and monetary stimulus measures buttress domestic demand. GDP to expand 6.7% in FY 2021 and 7.0% in FY 2022 is forecasted by the experts by expecting a post-COVID-19 scenario. The Asian Development Bank (ADB) forecasted the GDP growth rate of 5.2% for the year 2020 for Bangladesh which would be the highest compared to countries in South Asia. The comparative scenario of south Asian countries illustrated below: PERFORMANCE IN BRIEF PERFORMANCE GDP Growth Forecast Bangladesh Bhutan Nepal Pakistan Afghanistan FROM THE BOARD Srilanka South Asia India Maldives ACHIEVEMENT

Source: Asian Development Bank Outlook Update, September 2020 Major Macroeconomic Indicators of Bangladesh in 2019-20 1. GDP (2019-2020): Tk. 27,963.78 billion 2. Sectoral Share of GDP Agriculture: 13.35% Industry: 35.36% Service: 51.29% Electricity, Gas & Water Supply: 1.57% 3. Sectoral growth rate of GDP: Agriculture: 3.11% Industry: 6.48% Services: 5.32% Electricity, Gas & Water Supply: 6.16% 4. Investment as a % of GDP: 31.75% DISCLOSURE ADDITIONAL CORPORATE 5. Budget 2020-2021: Tk. 5,231.90 billion 6. Foreign Exchange reserve (June 2020): $ 35.85 billion 7. Inflation (June 2020): 5.65% (twelve months average) 8. Foreign remittance (2019-2020): $ 18.21 billion 9. Country Rating: Ba3 stable (Moody’s Rating)

Glimpses of Power Sector in Bangladesh An incessant supply of power and energy is the prerequisite for the progress of an economy. The importance of energy is even more supplementary in the context of Bangladesh, an emerging economy that has been enjoying rapid economic growth but also experiencing

a prolonged period of the energy crisis. Bangladesh is one of Asia’s buoyant emerging economies that has a growing need for power and FINANCIAL STATEMENTS energy. Bangladesh aspires to achieve middle-income country status by 2021 and also targets to be in the ‘high-income country’ club

ANNUAL REPORT 2019-20 47 Directors’ Report

48 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL by 2041. The movement towards a progressive national economy strongly depends on the uninterrupted supply of power and energy to cater to the industrial and domestic demand. To achieve its ambitious socioeconomic growth target, it has successfully identified a shortage of electricity as it’s one of the key barriers in achieving such growth. The government of Bangladesh (GOB) has recognized that the pace of power development has to be accelerated to achieve the overall economic development targets of the country. To meet the increasing power demand, the government of Bangladesh undertook some pragmatic steps towards increasing the power supply within a short time by encouraging more private sector power generation as well as the import of power from neighboring countries. The performance of Bangladesh’s power sector in the last decade has been impressive due to the progressive efforts from the policymakers, effective participation from the private entrepreneurs, and support from the development partners. The government of Bangladesh has set a target to bring the whole country under electricity coverage by 2021. The power sector in Bangladesh has witnessed a big hit in terms of generation after 2009. Over the last decade, the power sector in Bangladesh has seen impressive growth, one of the fastest in South Asia, aided by IN BRIEF PERFORMANCE the government’s heavy emphasis on the power sector and favorable policy support. Last 11 years CAGR in terms of capacity was 15.3%.

Power Sector Growth (Year to Year):

Particulars 2018-19 2019-2020 Achievement Installed Generation Capacity (in MW) * 22,051 23,548 (+) 1,497 No of Power Plant 134 138 (+) 4

Highest Generation (in MW) 12,893 12,738 (-) 155 FROM THE BOARD Population Access to Electricity (%) 94% 97% (+) 3% Per Capita Generation (KwH) 510 512 (+) 2 Electricity Consumer No. (in million) 34.30 37.3 (+) 3.00 Allocation in ADP (in crore) 26,770 26,032 (-) 738 Overall System Loss (%) 11.96 11.23 (-) 0.73 ACHIEVEMENT * Considering generation from captive & retired plants Source: Power Division Annual Report 2019-20

Installed Capacity & Highest Generation The power generation capacity and maximum generation in each of the financial years have been increased since 2009. The installed generation capacity and highest generation over the past five financial years have illustrated below:

Installed Capacity & Highest Generation

25,000 Highest Generation (MW) 20,000

Installed Capacity (MW) DISCLOSURE ADDITIONAL CORPORATE

15,000

10,000

5,000

0 2015-16 2016-17 2017-18 2018-19 2019-20

Source: Power Division Annual Report 2019-20 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 49 Directors’ Report

Sectoral Share of Installed Generation Capacity The present installed power generation capacity is 23,548 MW including captive and renewable plants. This installed generation capacity includes grid-based 20,383 MW and off-grid 3,165 MW of captive and renewable power plants. Grid-based 20,383 MW can be partitioned based on ownership of the plant and fuel mix of the plant which is illustrated below (as per Power Division Annual Report 2019-20):

50 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Ownership of the plant The public sector comprises 48% of the total installed power generation capacity. This sector includes generation from BPDB, APSCL, EGCB, NWPGCL, RPCL & BR Powergen. On the other hand, the private sector contributes 43% of the total installed power generation capacity which is comprised of IPPs, SIPP-BPDB, SIPP-REB, 5 Year Rental, and 15 Year Rental. Apart from these two sectors, the country is now importing power which is 6%, and joint ventures contributing 3% of the total installed power generation capacity. The below graph illustrates the sectorial contribution of installed power generation capacity as of June 2020.

Ownership Segment of Power Plants PERFORMANCE IN BRIEF PERFORMANCE

Joint Venture 33 % 9% Private 43% FROM THE BOARD

Public 48% Import 67% ACHIEVEMENT Source: Power Division Annual Report 2019-20

Fuel Mix The fuel mix of the installed generation capacity (20,383 MW) as of June 30, 2020. Of the total installed capacity, the contribution of natural gas is 54% followed by furnace oil 27%. The share of diesel, coal, and power import is 6.33%, 5.62%, and 5.69% respectively, while the remaining portion is contributed by hydro (1.13%) and renewables (0.19%). The remarkable fact here is that gas-based plants are being reduced gradually. The graph shows the detailed fuel mix of the power generation of the Country.

Generation Growth Rate ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

Source: Power Division Annual Report 2019-20 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 51 Directors’ Report

Future of Bangladesh Power Sector Bangladesh’s power sector is one of the fastest-growing in South Asia. The growth in terms of capacity addition has been remarkable. Electricity consumption has increased in line with the rise in capacity. Domestic and industrial sectors are the key power demand drivers in the country. We can expect electric power consumption per capita in Bangladesh to increase significantly as demand is expected to increase in line with GDP growth and the government’s master plan to generate 24,000MW of electricity by 2021, 40,000 MW by 2030, and 60,000 MW by 2041. Bangladesh has continuously added power capacity at an impressive growth rate in the last decade. Recently, various sources of alternative financing sources like ECA financing, financing through bond issue, issuance of share in themarket, etc. are being used in the power sector of Bangladesh. To support the achievement of SDGs, this sector is focusing very much on renewable energy development. Special privileges are being provided to the investors of renewable energy and renewable energy-based power plants. The master plan of Bangladesh’s power sector envisages that around 35% of the country’s power generation will be from renewable energy sources or clean power imports by 2041, from the current level of 3%. Information technology (IT) solutions are key enablers for improving the efficiency of the power sector. With ongoing plans forthe implementation of enterprise resource planning (ERP) systems, geographical information systems (GIS), and other systems, the utilities in Bangladesh are well placed to keep pace with the global trends. To prepare for the future, the focus should also shift to providing good consumer-centric services and not merely fulfilling demand requirements. Another significant technological innovation is smart grid technologies, which would result in a seismic transformation of the industry. To harness technological advances, capacity-building is important. Hiring is not the only avenue to capture new skill sets. Joint ventures, acquisitions, and alliances too are paths utilities could also use to narrow the talent gap. Others are forging relationships with colleges and technical schools to develop curricula. Our policy-makers have demonstrated initiatives to keep pace with the rising energy supply gap. The government has set up a designated department to facilitate private sector investment in the power industry in Bangladesh. The government has also formulated detailed supportive policies for the introduction of private players in the Bangladesh power generation sector.

APSCL’s Contribution to the power sector (Industry Outlook) in FY 2019-20 APSCL’s present installed capacity is 1690MW, which is almost 17% compared to the public sector installed capacity of Bangladesh. But as a whole compared to the total electricity generation capacity of the country, APSCL is contributing about 7.18% (as of October 2020).

Overall Contribution of APSCL in Power Sector (Public & Private)

APSCL 7.18% Others 92.82%

APSCL's Contribution in Govt. owned entities of Power Sector

APSCL 17% Others 83%

APSCL holding the second position in the public sector power generation entities of Bangladesh. Where BPDB is holding the 1st position having an installed capacity of 5590MW. The other entities NWPGCL, EGCB, RPCL, and BR Powergen holding the later positions accordingly.

52 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Public Entities Power Generation Scenario

BPDB APSCL NWPGCL EGCB RPCL BR Powergen PERFORMANCE IN BRIEF PERFORMANCE

957 MW

192 149 5590 MW 1690 MW 1395 MW MW MW

Source: Publication on Bangladesh Power Sector by EBL Securities Ltd. FROM THE BOARD Operating Performance During the FY 2019-20, the company supplied 7,404.43 million KwH of electricity into the national grid which is 4.61% less than that of the previous period. In the considering period, the company earned Tk. 24,353.00 million which is 5.65% more than that of the previous period. On the other side, the cost of sales has also increased by 15.52% in the reporting period as against the corresponding period of the previous fiscal. ACHIEVEMENT

Operating Performance 2019-20

2500 Fuel Cost (Tk.)Revenue (Tk.)Net Generation (KwH)

2000

1500

1000

500 ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

0 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20

Review of the Plants 1. Unit 3, 4 & 5: These units are the oldest plant of APSCL. Unit 3 came into commercial operation in 1986 while the commercial operation of Unit 4 & 5 started in 1987-88. At present the installed power generation capacity of these three units is 450MW and during the considering period 2019-20, these units generate 917.32 million KwH of electricity with an average plant factor 24.47%, availability factor 81.66% and plant efficiency 26.90%. The total running hours of these units are 7,163.04 hours in the reporting period. The average tariff rate per unit of electricity of these Units is Tk. 1.81. In the said period the sales proceed from these units was Tk. 3,992 million against fuel cost of Tk. 1,353 million. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 53 Directors’ Report

Unit-3,4&5

6000 Revenue (Tk.) Fuel Cost (Tk.) 5000 Gross Generation (KwH) 4000

3000

2000 MILLION S

1000

2015-16 2016-17 2017-18 2018-19 2019-20

2. 50MW GE: The gas engine power plant was installed in 2011 by APSCL own fund with a cost of Tk. 3500 million. The installed power generation capacity of this plant is 53MW and during this period it generates 250 million KwH which fetched sales revenue of Tk. 531 million. The fuel cost of this plant is Tk. 298 million in this period. The plant factor of this plant is 53.26%, the availability factor 97.69% and the plant efficiency is 39.39%. The average tariff rate for this plant is Tk. 1.87. The total running hours of this plant are 8,578.54 hours in the reporting period.

50MW GE

600 Revenue (Tk.) Fuel Cost (Tk.) 500 Gross Generation (KwH) 400

300

200 MILLION S

100

2015-16 2016-17 2017-18 2018-19 2019-20

3. 225MW CCPP: This is the first ECA Financed project with a cost of Tk. 19,854 million which started in 2013 and came into commercial operation in 2015. The installed capacity of this plant is 223 MW while during this fiscal it generates 1,509 million KwH of electricity. The average tariff rate of this plant is Tk. 2.03. In this period the revenue & fuel cost of this plant are Tk. 4,973

54 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

million and Tk. 1,613 million respectively. At present, the plant factor of this unit is 77.20% while the availability factor is 91.68% and plant efficiency is 51.20%. The total running hours of this plant are 8,045.48 hours in the reporting period.

225MW CCPP

5000 Revenue (Tk.)

Fuel Cost (Tk.) IN BRIEF PERFORMANCE Gross 4000 Generation (KwH)

3000

2000 MILLION S

1000 FROM THE BOARD

2015-16 2016-17 2017-18 2018-19 2019-20

4. 450MW CCPP (South): Another ECA-backed project is 450MW CCPP (South) whose works started in 2013 with a cost of Tk.

36,464 million while the commercial operation launched in 2016. The installed capacity of this plant is 383 MW. In the last fiscal, ACHIEVEMENT this plant produced 2,445 million KwH of electricity which fetched Tk. 8,447 million in sales revenue. The fuel cost for generating such electricity from this plant is Tk. 2,253 million. At this instant, the average tariff rate is Tk. 2.0044 for this plant. The plant factor of this plant is 75.08% while the availability factor is 92.24% and plant efficiency is 56.33%. The total running hours of this plant is 8,101.99 hours in the reporting period.

450MW CCPP-South

10000 Revenue (Tk.) Fuel Cost (Tk.) Gross 8000 Generation (KwH) ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE 6000

4000 MILLION S

2000

2016-17 2017-18 2018-19 2019-20 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 55 Directors’ Report

5. 450MW CCPP (North): The newest addition to the APSCL production portfolio is 450MW CCPP (North) plant which is mainly an ADB & IDB Financed project with a cost of Tk. 26,577 million. The project work started in April 2014 while it has come into generation from June 2017. The installed capacity of this unit is 386 MW and, in this period, it generates 2,557 million KwH of electricity. The sales proceed from this electricity is Tk. 6,410 while fuel cost is Tk. 2,330 million. The average tariff rate for this plant is Tk. 1.88 and the efficiency & plant factor is 57.09% & 78.23% respectively. The availability factor of this plant is 94.34%. The total running hours of this plant are 8,286.46 hours in the reporting period.

450MW CCPP-North

8000 Revenue (Tk.) Fuel Cost (Tk.) 7000 Gross 6000 Generation (KwH)

5000

4000

3000 MILLION S 2000

1000

2016-17 2017-18 2018-19 2019-20

Financial Performance The financial performance of the company for the period 2019-20 are demonstrated below: BDT in Million Particulars 2019-20 2018-19 % Change Sales Revenue 24,353 23,050 5.65% Cost of Sales 14,148 12,247 15.52% Gross Profit 10,205 10,803 -5.53% O&M Expenses 1,627 1,674 -2.85% Operating Profit 8,680 9,293 -6.60% Financial Expenses 4,702 3,577 31.45% Income Tax Expense 1,715 1,425 20.39% Net Income After Tax 2,514 4,048 -37.89%

In the FY2019-20, the company earned Tk. 24,353 million from sales of electricity which is 5.65% more than that of the previous period. On the cost side, fuel cost has been increased by 32.17% following the increase in the tariff rate of gas from 1st July 2019. Along with the fuel cost, the overall cost of sales has increased by 15.52% in the reporting period. Apart from the cost of sales, the operating & maintenance expense has been decreased by 2.85% in the period under review. Such a decrease in operating & maintenance expense is mainly due to a decrease in personnel expense, repair & maintenance expense and depreciation expense. Personnel expense has been decreased by 3.20%, repair & maintenance expense has decreased by 20.34% and depreciation expense has decreased by 12.76% in the considering period. However, office & other expense has increased by 27.83% in the said period. The gross profit and operating profit have been decreased by 5.53% and 6.60% respectively in the considering period.

56 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

In addition of the regular income from the sales revenue, APSCL has finance income which has been increased nearly four times than the previous period. On the expense side, finance expense has increased by 31.45% mainly due to the interest expense of the ADB & IDB loan for 450MW CCPP (North) Project and interest expense for bond. Besides foreign currency fluctuation loss has been increased two times compared to the previous period. During this period income tax expenses have increased by 20.39% due to an increase in deferred tax expenses by 21.75%. All these factors, including some others, influenced the decrease in net profit after tax by 37.89% during this period.

Financial Performance 2019-20 PERFORMANCE IN BRIEF PERFORMANCE

Sales Revenue 24,353

Cost of Sales 14,148

Gross Profit 10,205

O&M Expenses 1,627 FROM THE BOARD Operating Profit 8,680

Financial Expenses 4,702

Income Tax Expense 1,715 T IN MILLIONS

Net Income After Tax 2,514 BD ACHIEVEMENT

Financial Position: The financial position of the company as on 30 June 2020 are as below: BDT in Million

Particulars 2019-20 2018-19 % Change Non-Current Assets 92,284 90,446 2.03% Current Assets 28,006 24,128 16.07% Total Assets 120.290 114,573 4.99% Equity 23.508 21,917 7.26% Subordinate Loans 10,252 10,252 0.00% Non-Current Liabilities 70,957 68,447 3.67% Current Liabilities 15,573 13,957 11.58% DISCLOSURE ADDITIONAL CORPORATE Total Liabilities 96,782 92,657 4.45%

In the FY2019-20, the current asset has been increased by 16.07%. On the other hand, noncurrent assets have slightly increased (2.03%) in this period. The combined effect of the said two items is a 4.99% increase in the total assets in the year 2019-20. On the liability side, current liability has been increased 11.78% following the increase in trade payables and liabilities for the expense. The noncurrent liabilities have increased slightly (3.67%) on account of the increase in deferred tax & bond payable. All the above factors, including others, increases total asset and total liability by 4.99% & 4.45% respectively in this year. Besides, shareholders’ equity has also increased by7.26% in the said period. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 57 Directors’ Report

58 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Assets Positions: 30 June 2020 BDT in Million

Property, Plant & Equipment 82,706 Cash & Bank Balance 18,131 Capital Work in Progress 9,273 Stock in Stores 4,623 Receivables 4,442 Other Assets (Inv in UAEL and Adv, Dep & Prepayment) 959

Short Term Deposit 155 IN BRIEF PERFORMANCE Total Assets 120,290

Liability & Equity Position: 30 June 2020 BDT in Million

Foreign Loan 28,835 Equity 23.507 ECA Loan 23,380 FROM THE BOARD Current Liability 15,573 Subordinate Loan 10,252 Deferred Tax 9,014 Bond Payable 6,000 Govt Loan 2,850 Other Liabilities (Adv lease rent & deferred liab for gratuity) 877 ACHIEVEMENT Total 120,290

Key Performance Indicators Key performance indicators for the year 2019-20 are as follow:

Particulars 2019-20 2018-19 Gross Profit Margin 41.91% 46.87% Operating Profit Margin 35.64% 40.32% Net Profit Margin 10.32% 17.56% Return on Equity 10.69% 18.47% Return on Net Fixed Asset 3.04% 4.61% Current Ratio 1.80 1.73 DISCLOSURE ADDITIONAL CORPORATE Quick Ratio 1.50 1.56 Debt Equity Ratio 3.03 3.24 DSCR 1.08 1.61 Net Asset Value Per Share 19.29 33.13 Net Operating Cash Flow Per Share 8.10 19.17 Basic Earnings Per Share (EPS) 2.06 6.12 Diluted Earnings Per Share 1.12 1.78 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 59 Directors’ Report

Profitability Ratios (%)

50 2019-20 2018-19 40

30

20

10

0 Return on Return on Net Profit Operating Gross Net Fixed Asset Equity Margin Profit Margin Profit Margin

2019-20 2019-20 Liquidity & Solvency Ratios (Times) Other Financial Indicators (Tk.) 2018-19 2018-19 3.5 35 3.0 30 2.5 25 2.0 20 1.5 15 1.0 10 0.5 5 0.0 0 DSCR Debt Quick Current Diluted Earnings Basic Earning Net Operating Net Asset Value Equity Ratio Ratio Ratio Per Share Per Share (EPS) Cash Flow Per Share Per Share

60 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Value Addition:

Particulars 2019-20 2018-19 Value Addition: Amount in Tk. % of Total Amount in Tk. % of Total Revenue 24,353,002,096 96.34% 23,049,896,486 98.41% Other Operating Income 100,917,192 0.40% 164,576,831 0.70% Finance Income 824,450,315 3.26% 208,234,554 0.89% Total Added Value 25,278,369,603 100.00% 23,422,707,871 100.00%

IN BRIEF PERFORMANCE Particulars 2019-20 2018-19 Distribution of Added Value Amount in Tk. % of Total Amount in Tk. % of Total Fuel Cost 7,848,078,906 31.05% 5,938,068,274 25.35% Repair & Maintenance Expenses 1,475,919,290 5.84% 1,477,048,990 6.31% Depreciation Expenses 5,013,242,389 19.83% 5,063,142,484 21.62% Personnel Expenses 1,273,058,412 5.04% 1,315,113,463 5.61%

Finance Expense 4,702,332,155 18.60% 3,577,271,750 15.27% FROM THE BOARD Income Tax Expense 1,715,163,390 6.79% 1,424,705,461 6.08% Other Expenses (Officer & other, FC gain/loss & WPPF) 736,544,992 2.91% 579,723,771 2.48% Net Income 2,514,030,069 9.95% 4,047,633,678 17.28% Total Distributed Value 25,278,369,603 100.00% 23,422,707,871 100.00% ACHIEVEMENT

9.95% Net Income 17.28% Net Income 2.91% Other Expenses (Officer & other, 2.48% Other Expenses (Officer & other, FC gain/loss & WPPF) 6.79% Income Tax Expense 6.08% Income Tax Expense 18.60% Finance Expense 15.27% Finance Expense 5.04% Personnel Expenses 5.61% Personnel Expenses 19.83% Depreciation Expenses 21.62% Depreciation Expenses 5.84% Repair & Maintenance Expenses 6.31% Repair & Maintenance Expenses 31.05% Fuel Cost 25.35% Fuel Cost ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

2019-20 2018-19

Profit Appropriation During 2019-20 the company’s net profit amounted to Tk. 2,514.03 million compared to BDT 4,047.63 million in the previous year. However, the company needs adequate funds for the uninterrupted progress of the project as well as for future growth. Keeping this in view the Directors of the Board would like to report the company’s financial result for the year ended 30 June 2020 with the recommendation for appropriation as follows: FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 61 Directors’ Report

Particulars 2019-20 2018-19 Net Profit Before Tax 4,229,193,459 5,472,339,139 Provision for Deferred & Current Income Tax 1,715,63,390 1,424,705,461 Profit Available for Appropriation 2,514,030,070 4,047,633,678 Appropriations Proposed Dividend Per Share Tk. 0.625 Tk. 0.60 No. of Share 1,218,761,496 661,500,000 Total Dividend Proposed 761,725,935 396,900,000 Transferred to the retained earnings 1,752,304,135 3,650,733,678 Total Appropriations 2,514,030,070 4,047,633,678

Contribution to the National Exchequer & the Economy Electricity is one of the main driving forces of the economy and it has a diversified use and multiplier effect in the economy. Significantly in the development of industrialization, electricity as fuel has no other alternative. In the FY 2019-20, APSCL has added 7,404.44 million KwH electricity to the national grid. This addition has contributed significantly to enhancing industrial production and providing more job opportunities throughout the country. During the reporting year ended June 2020, APSCL collected Tk.95.60 Million as VAT and Tk.290.67 Million as Income Tax on behalf of the Government and deposited the same into the Government’s Treasury. In the reporting period, APSCL also paid Tk. 413.43 million as CD VAT.

Particulars 2019-20 2018-19

VAT 95,600,259 76,525,727 CD VAT 413,425,529 170,656,630 Income Tax 290,673,317 233,973,677 Total 799,699,105 481,156,034

Operational Insurance Policy of the Power Plants: As a state-owned company Ashuganj Power Station Company Ltd. (APSCL) consistently renewing Operational Insurance Policy of its three major plants (Ashuganj 450MW CCPP South plant, Ashuganj 450MW CCPP North plant & Ashuganj 225MW CCPP plant) with Shadaron Bima Corporation (State owned company). As Insurance premium APSCL contributes a good amount to the govt. treasury in every financial year. Insurance premium was paid by APSCL in the financial year 2019-20 BDT 24,91,08,347.02 in the following ways:

SL No. Plant Name Premium paid (BDT)

1 Ashuganj 450MW CCPP South plant 8,51,33,270.00 2 Ashuganj 450MW CCPP North plant 8,72,46,915.00 3 Ashuganj 225MW CCPP plant 7,67,28,162.00 Total Amount 24,91,08,347.00

Bond Issue by APSCL: APSCL successfully raised an amount of BDT 6000 million from the local capital market through issuing a non-convertible, fully redeemable coupon-bearing bond. The tenure of the bond is seven years. Out of the total amount BDT 5000 million was raised through private placement in 2019, where a total of 11 (eleven) investors invested in the APSCLBOND. APSCL is paying the coupon regularly without any default. The latest payment status of the above-mentioned bond is as follows (up to December 2020):

62 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Private Placement Part of BDT 5000 million Status of 1st Status of 2nd Subscribed Amount in SL No Name of Subscribers Coupon Payment Coupon Payment BDT (Annual) (Semi-annual) 1 Sadharan Bima Corporation 200,000,000.00 Paid Paid 2 Rupali Bank Ltd. 750,000,000.00 Paid Paid 3 Sonali Bank Ltd. 500,000,000.00 Paid Paid 4 Dutch Bangla Bank Ltd. 500,000,000.00 Paid Paid PERFORMANCE IN BRIEF PERFORMANCE 5 Uttara bank Ltd. 200,000,000.00 Paid Paid 6 Bangladesh Fund 100,000,000.00 Paid Paid 7 ICB Asset Management Company Ltd. 50,000,000.00 Paid Paid 8 ICB AMCL Unit Fund 50,000,000.00 Paid Paid 9 Agrani Bank Ltd. 1,000,000,000.00 Paid Paid 10 Janata Bank Ltd. 650,000,000.00 Paid Paid 500,000,000.00 Paid Paid FROM THE BOARD 11 Bangladesh Infrastructure Finance Fund Ltd. (BIFFL) 200,000,000.00 Paid Paid 300,000,000.00 Paid Paid

As per the decision of the Board, in line with the direction of the power division and the ministry of finance, APSCL issued an amount of BDT 1000 million through public offer in 2020. The bonds named ‘APSCLBOND’ are being traded in both DSE and CSE from 16th January 2020. The 1st coupon payment of the public bond shall be due on 04 January 2020. Details status of the publicly traded bond are as follows: ACHIEVEMENT Public Offer Part of BDT 1000 million traded in DSE & CSE as on 30.06.2020 No of No of Bond Value of holding Percentage of Status of 1st SL No Subscribers holders holding in BDT holding Coupon Payment

01 Individual / Joint Holder-Resident 4779 7,266 36,330,000.00 3.633% Due on 04/01/21 02 Individual / Joint Holder-Non-Resident 15 109 545,000.00 0.0545% Due on 04/01/21 03 Company-Resident 74 1,92,625 963,125,000.00 96.3125% Due on 04/01/21 Total = 4868 2,00,000 100%

Credit Rating of APSCL Ashuganj Power Station Company Ltd. (APSCL) has engaged the Credit Rating Information and Services Ltd. (CRISL) to examine the credit rating status of the APSCL non-convertible and fully redeemable coupon-bearing bond of Taka 6,000. 00 million from August 12, 2020, to August 11, 2021. After examining all related information, the CRISL issue the crediting rating report by finalizing the issue rating ‘AA’. Securities in this category are adjudged to be of high credit quality and offer higher safety. This level of rating indicates security with DISCLOSURE ADDITIONAL CORPORATE a sound credit profile and without significant problems. Protection factors are strong. Risk is modest but may vary slightly from time to time because of economic conditions.

Long Term Supply & Service Contract APSCL signed a long-term supply & service contract for newly added combined cycle power plants (225MW CCPP, 450MW CCPP-South & 450MW CCPP-North) to accomplish the scheduled outage service. Signed contracts with Siemens AG, Germany for supplying spare parts and Siemens Bangladesh for schedule maintenance. Recently, Siemens AG, Germany, formed a new company named Siemens Gas and Power GmbH & Co. KG, Germany for dealing with gas and power-related issues. For this APSCL signed a triparty novation agreement with a new company to hand over the long-term agreement from Siemens AG, Germany to Siemens Gas and Power GmbH

& Co. KG, Germany. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 63 Directors’ Report

Project in Progress 1. Ashuganj 400MW CCPP (East) To replace the old inefficient plant with an energy-efficient power plant a new project named Ashuganj 400MW Combined Cycle Power Plant (East) has been taken. EPC Contract of the project signed on 20.03.2018 & the contract effective date is 16.07.2018. The estimated cost of this project (as per DPP) is Tk. 2,931 crore which is mainly financed by ADB, IsDB, and GOB loans. The project work has commenced on 16.07.2018 while it is expected to come into commercial operation on 31.12.2020 (Simple Cycle) & 29.06.2021 (Combined Cycle). Unfortunately, due to the worldwide pandemic situation, this timeline may be shifted by 06(six) months. The overall progress of the project is 70.28% and the financial progress is 22.27%. 2. Land Acquisition, Land Development and Protection Project for Patuakhali 1320MW Super Thermal Power Plant To achieve the Vision 2041 of the Government, the government has set a target of generation of electricity 24,000 MW by 2021, 40,000 MW by 2030, and 60,000 MW by 2041. In line with this vision, Ashuganj Power Station Company Ltd. (APSCL) has taken initiative to implement a 1320 MW Super Thermal Power Plant Project in Kalapara, Patuakhali district.

The land acquisition, land development, and protection project for the construction of the Super Thermal Power Plant have been taken up as a supporting project of the original project. The main activities of the supporting project are the acquisition of a total of 930.615 acres of land in 5 LA cases for 1320 MW STPP power plant in Dhankhali and Champapur Union of Kalapara Upazila of Patuakhali district; Development of acquired land; 11 K.M. Construction of the embankment; 3 km. Construction of Earth slope protection; Rehabilitation work of at least 120 families affected by land acquisition, related civil and electrical works, etc. Approved project cost is BDT 81,951.46 lakhs (GoB BDT 77,389.09 lakhs and APSCL’s own fund BDT 4,562.37 lakhs). The implementation period of the project is from 1st January 2018 to 30th June 2021 (With No cost time Extension -1st time). In the last 2019-2020 financial year, a total of BDT 80.83 crore has already been deposited to Deputy Commissioner, Patuakhali Office as Compensation for land acquisition of 530.975 acres against 4 L.A. cases. The district administration has already handed over 530.975 acres of the land to the project authority. The estimated compensation value of the remaining 394.525 acres of land is expected to be handed over to the office of the Deputy Commissioner, Patuakhali by November 2020. Appointment of the consultant is in process for planning, design, drawing, cost estimation with BOQ and supervision of land development, embankment, earth protection, resettlement structural components, civil works (residential/non-residential), and all other related civil & electrical works. Negotiation has already been completed with the 1st ranked Firm. The contract will be executed very soon. However, the ongoing work of acquiring land and selection of a consultant is hampered due to the Covid-19 situation. Thereby the implementation of the project is a little bit delayed.

64 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Regulatory Disclosures v The Company is aware of its various risks and concerns of regulatory bodies. v All transactions with related parties have been made on a commercial basis and the basis was the principle of “Arm’s Length Transaction”. Details of related parties and transactions have been disclosed under Note-44 of the financial statements. v The Company didn’t issue any share in the market yet. But the company issued a bond through IPO named APSCL non-convertible fully redeemable coupon-bearing bond of BDT 100 crore. v From inception, the financial results of the Company have continued to grow as reflected in the yearly financial statements of the Company. v As per IAS 1 Presentation of Financial Statements, no terms of income and expense are to be presented as ‘extraordinary gain or losses’ on financial statements. Accordingly, no extraordinary gain or loss has been recognized in the financial statements. IN BRIEF PERFORMANCE v No significant variations have occurred between the quarterly and financial results of the Company during 2019-2020. v During the year, the Company paid a total amount of BDT 20,00,000.00 as Board Meeting attendance fees. The remuneration of the Director has been mentioned in Note-37 of the Financial Statements. v All significant deviations from the previous year in the operating results of the Company have been highlighted and reasons thereof have been explained. v The key operating and financial data for the last five years have been disclosed in the Annual Report. v The Company has proposed a dividend (cash & stock) for the year 2019-2020 for its shareholders. FROM THE BOARD v During 2019-2020, a total of 13 (thirteen) Board Meetings were held, which met the regulatory requirements in this respect. The attendance records of the directors are shown in the Director’s Reports. v The shareholding pattern of the Company as of 30 June 2020 is shown on the directors’ report. v Directors’ profiles have been included in the Annual Report as per BSEC Guidelines. v The rights and interests of the minority shareholders have been duly protected through transparent operation and disclosure of material

information of the company. ACHIEVEMENT v No bonus of stock dividend has been declared as interim dividend during the year.

Corporate and Financial Reporting Framework The law requires that the financial statements of the company should be prepared in accordance with the prescribed format given by International Financial Reporting Standard (IFRS) as adopted by ICAB and Bangladesh Financial Reporting Standards (BFRS). This has been completely followed to fairly present the financial position and performance of the company. While preparing the financial statement, the following points were considered v Selection of suitable accounting policies and then apply them consistently v Making judgments and estimates that are reasonable and prudent v Ensuring that the financial statements have been prepared following Bangladesh Financial Reporting Standards. v Preparing the financial statements on an ongoing concern basis unless it is appropriate to presume that the company will no continue in business.

Proper accounting records have been kept so that at any given point the financial position of the company is reflected with reasonable DISCLOSURE ADDITIONAL CORPORATE accuracy, which will enable them to ensure that its financial statements comply with the Companies Act 1994 and other required regulatory authorities. The Board of Directors are pleased to make the following declarations in the report: v The financial statements prepared by the management of the company fairly present its states of affairs, the results of its operations, cash flows, and changes in equity. v Proper books of accounts of the company have been maintained. v Appropriate accounting policies have been consistently applied in the preparation of the financial statements and that the accounting estimates are based on the reasonable and prudent judgment v International Accounting Standards (IAS) and International Financial Reporting Standard (IFRS) as applicable in Bangladesh, have been followed in the preparation of the financial statements and any discrepancies have been adequately disclosed. FINANCIAL STATEMENTS v The system of internal control is well structured and has been effectively implemented and monitored

ANNUAL REPORT 2019-20 65 Directors’ Report

v There are no significant doubts upon the company’s abilities to continue as a going concern basis v Significant plans and decisions such as prospects, risks, and uncertainties surrounding the company have been outlined under the relevant captions in this report. While approving the audited financial statements for the year 2019-20, the Board of Directors took due cognizance of the “Declaration” or “Certification” given by the Managing Director and the Executive Director (Finance) of the company in compliance with the BSEC Notification dated 3 June 2018 conditions No. 3(3). The said certification has been disclosed with the report as per the requirements of the conditions no 3(3) (c) and 1(5) (xxvi) respectively of the BSEC notification under reference.

Shareholding Structure APSCL issued a total of 121,87,61,496 fully paid-up shares of taka 10 each. Currently, seven shareholders are owning the company, where Bangladesh Power Development Board (BPDB) is holding almost 99.99% shares. The remaining shares are held by the Power Division, Energy and Mineral Resources Division, Finance Division, Planning Division, Office of the Member (Generation), BPDB, and office of the Member (P&D), BPDB. Details breakdown shown below:

SL. Shareholders No of Shares Holding

1 BPDB 121,87,32,456 2 Office of the Member (Generation), BPDB 10 3 Office of the Member (P&D), BPDB 10 4 Power Division 19,000 5 Energy and Mineral Reso6urces Division 10 6 Finance Division 10,000 7 Planning Division 10 Total No of Shares 121,87,61,496

Board Structure According to the Articles of Association, APSCL’s Board of Directors comprises no fewer than nine and no more than twelve members. The Board’s size and composition are determined by the Directors, within limits set by the Company’s Articles. Presently, The Board is comprised of five (5) nos of Independent Directors, one from generation specialists, one from consumers, one from the business community, and one from financial specialists. According to the Articles of Association, APSCL’s Board of Directors comprises no fewer than nine and no more than twelve members. The Board’s size and composition are determined by the Directors, within limits set by the Company’s Articles. Presently, The Board is comprised of five (5) nos of Independent Directors, one from generation specialists, one from consumers, one from the business community, and one from financial specialists.

66 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

APSCL’s Existing Directors and Directorship in other Company’s Board

Position held in SL. No Name of the Director Position Held in other Company APSCL

1. Chairman, United Ashuganj Energy Ltd. 2. Director, Power Grid Company Bangladesh Ltd. 3. Director, North West Power Generation Company Ltd. 4. Director, Electricity Generation Company Bangladesh Ltd. PERFORMANCE IN BRIEF PERFORMANCE 5. Director, Coal Power Generation Company Bangladesh Ltd 6. Director, Bangladesh-China Power Company (Pvt.) Limited 1. Mr. Md. Belayet Hossain Chairman 7. Director, Bangladesh India Friendship Power Company Bangladesh Ltd. 8. Director, Ruppur Nuclear Power Plant Company Ltd 9. Director, Bakhrabad Gas Distribution Company Ltd 10. Director, Titas Gas Transmission & Distribution Company Ltd. 11. Director, Sembcorp North-West Power Company Limited (SNWPCL) FROM THE BOARD 12. Director, Bangladesh-China Renewable Energy Company (pvt.) Ltd. 2. Professor Dr. Md. Quamrul Ahsan Director N/A 1. Director, Beximco Pharmaceuticals Ltd. 3. Professor Mamtaz Uddin Ahmed Director 2. Director, Alhaj Textile Mills Ltd. 1. Chairman, Electricity Generation Company Bangladesh Ltd. 4. Mr. Sheikh Faezul Amin Director

2. Director, United Ashuganj Energy Ltd. ACHIEVEMENT 5. Mr. Md. Abu Alam Chowdhury Director N/A 1. Chairman, Sylhet Gas Fields Ltd. 2. Chairman, Standard Asiatic Company Ltd. 6. Mr. Md. Abul Monsur Director 3. Director, Gas Transmission Company Ltd. 4. Director, Bangladesh Services Ltd. 7. Mrs. Tahmina Yeasmin Director N/A 8. Mr. Al Mamun Murshed Director 1. Director, Bakhrabad Gas Distribution Company Ltd 1. Director, West Zone Power Distribution Company Ltd. 9. Mr. Mustaque Muhammad Director 2. Director, BR Powergen Ltd. 1. Director, Electricity Generation Company Bangladesh Ltd. 10. Mr. Md. Zakir Hossain Director 2. Director, BR Powergen Ltd. Mr. Md. Rashedul Mahmood 11. N/A Russell DISCLOSURE ADDITIONAL CORPORATE Managing 12 Mr. A M M Sazzadur Rahman 1. Director, United Ashuganj Energy Ltd. Director

Chairman of the Board As per section 128 of the Articles of Association, the Board of Directors shall elect a Chairman from amongst themselves.

Roles and responsibilities of the Chairman v The roles and responsibilities of the Chairman shall be guided by the company law, Articles of Association, and the related laws and

notifications of the regulatory authorities. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 67 Directors’ Report

v As Chairman of the Board of Directors, one does not personally possess the jurisdiction to apply policy-making or executive authority, he does not participate in or interfere with the administration or operational and routine affairs of the Company. v The Board must function as per the Memorandum & Articles of Association along with other applicable laws which must be ensured by the Chairman. v All general meetings of Members and board meetings shall be presided over by the Chairman and ensures good Corporate Governance in the conduct of the Board and Company. v In addition to the functions specified in the Company’s Articles, the Chairman shall perform such other functions as may be decided upon by the Board and the concerned regulatory authorities.

Basic roles and responsibilities of the Managing Director v The Managing Director is responsible for driving business operations, maintenance, leading the development and execution of the Company’s long-term strategies to create shareholder value. v The MD’s leadership roles also entail being ultimately responsible for all day-to-day management decisions and for implementing the Company’s long and short-term plans. v The Managing Director acts as ex-officio director to liaison between the Board and the Management of the Company and communicates to the Board on behalf of the Management. v The Managing Director performs his roles on behalf of the Board by a Power of Attorney vested upon him by the Board.

Board Sub-committees Audit Committee The Audit Committee is tasked with preparing issues related to the company’s financial reporting and control. The Audit Committee does not have independent decision-making authority, but the Board makes the decisions based on preparations by the committee. The Audit Committee consists of the chairperson and three members, who the Board appoints from among the Board directors. As per the Corporate Governance Code of BSEC, The independent director specialized in finance acting as the chairman of the audit committee. Recruitment and Promotion committee The Recruitment and Promotion committee is formed to oversee employee recruitment and promotion related activities. The committee also monitors the administrative affairs related activities of the company. The recommendations of this committee are placed before the Board for final approval. The Recruitment and Promotion Committee consists of the chairperson and three members, who the Board appoints from among the Board directors. The Chairman of the Board acts as the chairman of the Recruitment and Promotion committee. Procurement Review Committee To oversee and ensure the transparency of the procurement activities and procedures, the Board constitute a sub-committee named Procurement Review Committee. The committee supervises the procurement-related agenda and being satisfied with all the related matters recommends placing it in front of the Board for final approval. The independent director, specialized in power generation, acts as the chairman of the Procurement Review Committee Project Steering Committee APSCL has another sub-committee named ‘Project Steering Committee’. This committee is responsible to look after the project progress according to the preset milestone of the project. This committee also examines the feasibility of prospective projects. After being satisfied, the committee recommends placing the issue to the Board. The Chairman of the Board acts as the chairman of the Recruitment and Promotion committee. Meeting of the Board of Directors Board of Directors meetings is called following standard procedures laid down in the Articles of Association of the company. Similarly, quorum and leave of absence in the meeting are being ensured and recorded as per the provisions of the Articles. Chairman of the Board presides the meeting and proper minutes of the meeting and documentation are maintained properly. Attendance at the meetings by members of the board and its committee members During the financial year 2019-2020, a total of 13 board meetings were held. There are four standing committees formed by the Board members. The number of the board meeting and committee meeting held along with attendance are presented below:

68 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Board Meeting Attendance Sl. Name of the Director No of Meeting Attended 1. Mr. Khaled Mahmood 13/13 2. Dr. Md. Quamrul Ahsan 13/13 3. Mr. Mamtaz Uddin Ahmed 12/13 4. Mr. Sheikh Faezul Amin 13/13 5. Mr. Kamal Ahmed 12/13

6. Mr. Abu Alam Chowdhury 11/13 IN BRIEF PERFORMANCE 7. Mr. Md. Azharul Islam*1 9/10 Mr. Mustaque Muhammad*1 3/3 8. Mr. Sayeed Ahmed*2 10/11 Mr. Md. Zakir Hossain*2 2/2 9. Mr. Md. Abul Monsur 11/13 10. Mrs. Tahmina Yeasmin 13/13

11. Mr. S M Tarikul Islam*3 0/1 FROM THE BOARD Mr. Al Mamun Murshed*3 10/12 12. Mr. A M M Sazzadur Rahman 13/13

* 1. Mr. Md. Azharul Islam retired and Mr. Mustaque Muhammad joined as shareholding director of BPDB as on 18/03/2020 from the office of member (P&D). 2. Mr. Sayeed Ahmed retired and Mr. Md. Zakir Hossain joined as shareholding director of BPDB on 03/06/2020 from the office of member (generation). 3. Mr. S M Tarikul Islam retired and Mr. Al Mamun Murshed joined as the director on 30/08/2019 from the Prime Minister’s Office. ACHIEVEMENT

Board Sub-Committees

Name of the Committee Name of the Members Designation Attendance of the Directors

Prof. Mamtaz Uddin Ahmed Chairman 10/11 Mr. Kamal Ahmed Member 11/11 Audit Committee Mr. Md. Abul Monsur Member 11/11 Mr. Al Mamun Murshed Member 9/11

Mr. Khaled Mahmood Chairman 5/5 Mr. Md. Azharul Islam Member 5/5 Recruitment & Promotion Committee Mrs. Tahmina Yeasmin Member 5/5 ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE Mr. A M M Sazzadur Rahman Member 5/5

Dr. Md. Quamrul Ahsan Chairman 8/8 Mr. Sheikh Faezul Amin Member 8/8 Procurement Review Committee Mr. Abu Alam Chowdhury Member 7/8 Mr. Sayeed Ahmed Member 7/8 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 69 Directors’ Report

Mr. Khaled Mahmood Chairman 5/5 Mr. Sheikh Faezul Amin Member 4/5 Mr. Md. Abul Monsur Member 4/5 Project Steering Committee Mr. S M Tarikul Islam Member 0/1 Mr. Al Mamun Murshed Member 3/4 Mr. A M M Sazzadur Rahman Member 5/5

Rotation of Directors In terms of Articles of 125 & 126 to the Articles of Association of the Company, the Directors subject to retire by rotation every year shall be those who have been longest in office since their last election. One-third of the Directors shall retire from the Board at this 20th Annual General Meeting and they are being eligible, offer themselves for re-election. Accordingly, Mr. Sheikh Faezul Amin, Additional Secretary, Power Division, and Mrs. Tahmina Yeasmin, Deputy Secretary, Power Division will retire in 20th AGM and eligible for re-election.

Appointment of Auditor According to section 210 of the Company’s Act 1994, The Company’s statutory Auditors M/S Masih Muhith Haque & Co. Chartered Accountants retires at the 20th Annual General Meeting as Auditors of the Company. The Chartered Accountant firm has audited APSCL for the 2nd time in 2019-20. The retiring Auditors are eligible for re-appointment and have expressed their willingness to continue for the year 2020-21. The Board also recommended and shall be approved by the shareholders in the upcoming AGM.

Appointment of Compliance Auditor According to Section 9(1) of the Corporate Governance Code of Bangladesh Securities and Exchange Commission (BSEC), APSCL appoints a compliance auditor every year. The Company’s Compliance Auditors M/S Mumlook Mustaque & Co.-Chartered Accountants retired at the 20th Annual General Meeting. The Chartered firm has certified the compliance issues of APSCL for the 2nd time in 2019-20.

Going Concern The Board has made an appropriate analysis for assessing the Company’s ability to continue as a going concern. The Board convinced and gave reasonable expectation that the company has adequate resources and legal instruments to continue its operations without interruptions. Therefore, the Board is satisfied that it is appropriate to prepare the financial statements on a going concern basis.

Enterprise Risk Management Framework Risk Management is critical for the sustainability of the Company and the enhancement of shareholders’ value. Hence it is strongly enforced and incorporated into the Company’s management system. The core risk areas of the Company are as follows: A. Credit Risk: Credit risk is the risk of financial loss to the company if a customer or counterparty fails to meet its contractual obligations. APSCL’s product is sold exclusively to the Bangladesh Power Development Board, which is a government entity and major shareholder (99.99%) of APSCL as well. The sales are made under the conditions of a long-term Power Purchase Agreement (PPA). Moreover, the history of payment ensures the risk of failure to pay by our customers is minimal. B. Liquidity Risk: Liquidity risk is the risk that a company may be unable to meet short term financial demands. This usually occurs due to the inability to convert a security or hard asset to cash without a loss of capital and/or income in the process. APSCL have their focus on repayment when it comes to meeting short & long-term debt. APSCL has maintained debt levels within operational limits to ensure there is no liquidity crisis. It has a strong base that enables the company to service its debt obligations in particular through operating earnings. The strong revenue and operating margin shown by APSCL will mitigate any such liquidity risk. C. Competitive Condition of the Business: APSCL is operating in a free-market economy regime. The company may face competition challenging the profitability of the business. The Company is working in a sector for which the demand is always increasing. Hence the risk of competition causing a fall in profitability is very low. D. Interest & Exchange Rate Risk: Interest rate risk is the risk that the company faces due to unfavorable movement in the interest rates. On the other hand, exchange rate risk arises when taka may be devalued significantly against the dollar and APSCL may suffer due to such fluctuation. To mitigate such risks appropriate and reasonable hedging mechanisms have been employed by APSCL to keep the cost minimum and similar strategies will be followed in the future.

70 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

National Integrity Strategy (NIS) The government of Bangladesh is committed to establishing good governance in the management system of organizations of the country. In this view, the government has undertaken National Integrity Strategy (NIS) in October 2012 which is a comprehensive set of goals, strategies, and action plans aimed at increasing the level of independence to perform, accountability, efficiency, transparency, and effectiveness of state and non-state institutions in a sustained manner over a while. To ensure good governance and to reduce corruption such a strategy has been adopted which was also introduced in APSCL as well. An executive committee headed by the Managing Director has been formed in this regard. The implementation of this strategy is one of the key points in the Annual Performance Agreement (APA) signed between the Managing Director of APSCL and Secretary of Power Division, Government of Bangladesh. To implement good governance, APSCL has taken several measures as per the directive of Power Division as well as Cabinet Division such as the adoption of Citizen Charter, online recruitment system, E-GP, E-Filing, E-Governance, Innovation in Public Services, GRS (Grievance Redress IN BRIEF PERFORMANCE System), Service Process Simplification, information dissemination, monitoring & evaluation of NIS and so on.

Right to Information Under the ‘Right to Information Act, 2009’ and the ‘Right to Information Rules 2010’, the Company has assigned an officer as the focal point to ensure the right to information. Besides, the Company established a dedicated information center to provide information in Ashuganj. The Company continuously maintaining an up-to-date website, www.apscl.gov.bd to ensure access to information to its stakeholders. FROM THE BOARD Human Resource Management Ashuganj Power Station Company Ltd. has a large dynamic diversified workforce of 843 of which 744 permanent, 91 No Work No Pay (NWNP), and 8 contractual employees. Human Resource Management Department is processing the recruitment, selection, induction of employees, provide orientation, imparting training and development, appraise the performance of employees, decide payroll/personal benefit, compensation and providing benefits, motivating employees. There are three registered trade unions in APSCL. HR Department maintaining proper relations with these trade unions, ensuring employees’ safety, welfare, and health hazard in compliance with labor laws. ACHIEVEMENT Efficient manpower is the pre-requisite for the development of any organization. The success of this organization depends on qualified and skilled manpower for the right post. APSCL is maintaining a free and fair recruitment process to meet the demand of manpower requirements. APSCL takes professional help from Bangladesh University of Engineering and Technology (BUET) and the University of Dhaka for conducting a written test of recruitment. Thus, APSCL ensures the quality of recruitment. Besides this APSCL has started the online application process with the help of Teletalk. It reduces cost and time. APSCL is performing the task with due care and integrity to increase the efficiency of the plant through appropriate maintenance and operation.

Human Resource Development To improve the productivity of the company’s manpower, the company is continuously providing formal and informal training to its employees at its training center (Power Plant Training Center-PPTC), on the job training at APSCL, domestic training at a various institution such as The Institute of Engineers Bangladesh, Bangladesh Power Management Institute, Bangladesh Institute of Management, Training Institute for Chemical Industries, Bangladesh Tax Training Institute, Institute of Cost and Management Accounts of Bangladesh, etc. and foreign training. The summary status of the training conducted during the reporting period are as follow: ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE Target Manhour Achievement Training Year Particulars No. of Training No. of Participant Manhour 2019-20 2019-20

Training at PPTC 30 1270 12,850 On Job Training 4 177 52,722 2019-20 63,630 112.15% Domestic Training 41 134 4,664 Foreign Training 3 7 1,128 Total 71,364

FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 71 Directors’ Report

72 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Security Strength Ashuganj power station Company limited (APSCL) is a KPI (Key Point Installation) A-1 category establishment. Since it is a KPI establishment, the security system is one of the major concerns for the management. With this view, the management has employed 68 personnel for Security & Discipline department. Besides there are 27 No. of Police, 44 No. of Army, and 115 No. of Ansar& VDP personnel served for providing security services of the plant area. The company has all required security materials and equipment such as CCTV at 112 different places, hand metal detector, vehicle search mirror, patrol guard machine, watchtower, archway gate, firefighting equipment, regular fire drilling, etc. There is a security committee headed by Executive Director (Engineering) and the committee arranges security meetings on regular basis. Various government bodies like NSI, DGFI, DSB, and local police station also keep close contact with the security issues of APSCL and are involved/helped on a need basis. PERFORMANCE IN BRIEF PERFORMANCE

Towards Digitalization In line with the Government’s plan to build Digital Bangladesh, APSCL has been striving to automate all of its operational activities. It has envisioned being fully digitalized by 2021 which will eventually help to achieve operational efficiency, cost control, reliability, transparency, and overall a good management system. In this context, APSCL has taken several initiatives for moving towards digitalization. v ERP (Enterprise Resource Planning) Implementation Power division has initiated a move to introduce integrated Enterprise Resource Planning (ERP) system to bring all of its officials and that of its subordinate bodies under one platform. On this note, a project has been undertaken by the power division for implementation FROM THE BOARD of ERP, and accordingly, a consulting firm has been appointed to implement the same. APSCL, to implement the ERP system in line with the power sector, has also adopted the project and taken necessary measures in this context. APSCL is currently implementing four modules (HR, Fixed Asset Module, and Accounts & Finance Module & Procurement Module). At the present live running of the HR module is going on. The full implementation of other modules will be completed very soon. The automated system reduces data redundancy and saves a lot of time consumed on managing day-to-day administration activities manually. HR & Payroll module can handle a large number of employees’ salaries & benefit with due time including salary, overtime, medical benefit, leave encashment, TA/ DA, etc. An integrated HR and payroll module create a pool of information collected from diverse sources. The data is made available ACHIEVEMENT through a single access point. Employees of APSCL shall be able to view information about their payroll, attendance, working hours, deductions, benefits, etc., faster and easier after full implementation of the module. v E-Nothi a2i Program of the Prime Minister’s Office developed an electronic filing system which is called E-nothi. As of June 2020, 43.30% of total permanent employees and 90.41% of the divisions of APSCL are E-Nothi users. At present, about 87.92% of the total file of the company are conducted by this system. v APSCL website (www.apscl.gov.bd) APSCL website has been launched since 2006 in the .com domain with a daily history of APSCL with up-to-date information on production, purchases, projects, and jobs. Recently the site has been moved to .gov.bd domain. The site contains information on history and activities, board directors, current employees, publications, office orders, news and notices, project information, ICT activities, innovation activities, etc. The contents of the site are available in both Bengali and English. v Operational Information Management System (OIMS) ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE This system collects information like hourly generation data, daily load consumption, dispatch & plant related information from all power generating units’ control rooms and other related control rooms & departments. This information is then stored, processed, and provide necessary reports for management and other stack holders. Digital Dashboard as a part of OIMS, collects information from various live systems like OIMS, HRIS, and provides a graphical view of the instant status of plants. This system helps managers and other senior officials to monitor and take decisions accordingly. v Stores Management System APSCL has more than 35000 kinds of spares and general items in its warehouse. The whole function of this store is operated by a dedicated software SMS (Store Management Software) which mainly encompasses requisitions from the various department for store items, physically received & inspection of the items, items description entry in the system, and then issue the item to the concerned department. The software is also able to generate store issues & receive a related report on a daily, monthly, or any other need basis. Recently the software has been upgraded to the web platform. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 73 Directors’ Report

v Human Resources Information System (HRIS) This system is used as the second employee database. This system stores detailed information about all types of employees of APSCL. Store Management System (SMS) and Attendance Reporting System fetch employee data from this system. Once other systems running in APSCL are integrated with ERP, this system will no longer be used.

v Software and application systems as directed by the Ministry To digitize and to ensure transparency in the procurement process APSCL started to use the e-GP system in 2016. During the year 2020 APSCL processes over 96% of its procurement through e-GP. Unified Personal Information Management System (PMIS) has been implemented in collaboration with DPDC to ensure proper storage of all information of all APSCL employees. Various reports on human resource management can be generated from this system in less time, more easily, and automatically. The Meeting Reporting system has been introduced in APSCL since 2014 in collaboration with the Power Division. APSCL regularly updates the agenda of the monthly coordination meetings held by all the departments/ agencies/ companies under the power division every month and the progress of implementation of the decision accordingly. The Audit Management system has been introduced in APSCL since 2015 in collaboration with the Power Division to bring audit activities under information technology to expedite the audit objections and settlement work, reduce irregularities, and to ensure transparency, administrative accountability at all levels. APSCL launched four internal e-Service for its stakeholders. Training center related e-service helps university students to get their industrial tour/internship. The other three e-services (civil related, electrical related, and telephone related) is for APSCL employees. They can inform their issues to respective divisions easily using these e-services. Another e-service on vehicle management will be added soon.

v Systems for Strengthening the Security & Discipline Biometric Attendance System: The Digital Attendance System & Access Control System through biometric attendance was established in 2006 to control access, security, and discipline in the main complex, including ensuring the attendance of officers and employees. An attendance reporting software has been implemented by APSCL. CCTV systems have been installed at all important places to ensure adequate security as a first-class KPI. Guard-patrol system was introduced in November 2011 to ensure the guard supervisors’ inspection through the machine with RFID tag placed at the specified places on his specified routes. The IP camera system was primarily introduced to monitor the project site. Currently, APSCL is replacing all of its CC cameras with IP Cameras as part of modernization.

v Ongoing Digitalization Activities TR-CR Management System will be used to digitize the trouble report and maintenance system to bring the whole maintenance process and notification system in a single platform. The O&M Knowledge Base system will help to solve repetitive maintenance issues easily. Engineers can easily know how this issue was solved previously, which tools were used, and other suggestions and feedback. Additional Intenet/VPN Connectivity Deployment: Installation of an additional 100Mbps Bandwidth Deployment with proper backup Power to ensure a 24/7 Internet facility in whole premises even in the case of power failure in one area is going on. APSCL has also plan to deploy another 5Mbps VPN connectivity to connect APSCL new Administrative Building Video Conferencing System to the server hosted in Bidyut Bhaban. APSCL is going to purchase the Licensed OS & Office Application to ensure compliance with various international standards and to follow the instructions on the use of “licensed application software” for digital device security contained in the “Digital Devices, Internet and Information Maintenance and Security Guidelines 2019”.

v Paperless Office Implementation APSCL has taken some targets to implement the paperless office. Those targets are: q 90% of files will be issued through e-filing (e-nothi) q 30% less paper consumption during the fiscal year 2020-21 compared to the previous fiscal year. q 100% ERP implementation APSCL has already achieved 100% online complaint management and feedback system. At present, all the board meetings and other meetings are hosted online and no paper is used for these purposes. Apart from these digital movements, APSCL also practices Procurement Information System, dedicated video conference system, Video surveillance system, LAN, WAN, Wifi Zone, iBAS (Integrated Budget and Accounting System), and so on.

Innovation Activities APSCL has its innovation team consisting of four members headed by the Executive Director (P&D). The team formulates the strategy for achieving the innovation work plan which is stated in the APA of APSCL with Power Division. In March 2020, APSCL has arranged two

74 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL days Innovation Training Program with its 50 employees. From these training sessions, eight innovation ideas were generated of which four ideas are going to implement. The ideas are: q Accelerating plant maintenance work by implementing Knowledge Base. q Simplification of Vehicle Maintenance and Service System. q Simplification of the solution of electrical problems in residential areas. q Local Data Parameters’ Monitoring Simplification.

Future outlook PERFORMANCE IN BRIEF PERFORMANCE Electricity is at the heart of modern economies and it is providing a rising share of energy services. Electricity demand is set to increase further as a result of rising household incomes, with the electrification of transport and heat, and growing demand for digitally connected devices and air conditioning. On the other hand, rising electricity demand was one of the key reasons why global CO2 emissions from the power sector reached a record high. Decarbonized electricity, could provide a platform for reducing CO2 emissions. Renewable energy also has a major role to play in providing access to electricity for all. By considering the global perspective, APSCL is continuously working to reduce the increasing gap between demand & supply of electricity by establishing highly efficient plants and renewable energy-based power plants.

Upcoming Projects (By 2030) FROM THE BOARD

SL Generation Name of the Power Plant Fuel Type Location Current Status No. Capacity

Ashuganj 600MW CCPP at B-Type Ashuganj, 1 600 MW Natural Gas Area (Phase-1) Brahmanbaria PD appointed for conducting a detailed feasibility study, IEE, EIA

Ashuganj 600MW CCPP at B-Type Ashuganj, ACHIEVEMENT 2 600 MW Natural Gas & SIA Area (Phase-2) Brahmanbaria Site Searching and appointment 3 200MW Grid Tied Solar Power Park 200 MW Sunlight (Photon) Site Searching of consultant for the feasibility study are ongoing Kalapara 1320MW Ultra Super Kalapara, Land acquisition, development 4 1320 MW Coal Critical Power Plant (Phase-1) Patuakhali and Protection works is going on.

Future Projects SL Name of the Power Plant Generation Capacity Fuel Type Location Current Status No.

Kalapara 1320MW Ultra Super 1 1320 MW Coal Kalapara, Patuakhali Critical Power Plant (Phase-2)

Ashuganj 600MW CCPP at B-Type Ashuganj, DISCLOSURE ADDITIONAL CORPORATE 2 600 MW Natural Gas Area (Phase-3) Brahmanbaria Under Planning Ashuganj 600MW CCPP Ashuganj, Stage 3 600 MW Natural Gas (Replacing Unit 3&4) Brahmanbaria Ashuganj 600MW CCPP Ashuganj, 4 600 MW Natural Gas (Replacing Unit 5) Brahmanbaria

APSCL’s activities in ‘Mujib Borsho’ To celebrate the centennial birth anniversary of the father of the Nation Bangabandhu Sheikh Mujibur Rahman, APSCL has taken various initiatives in line with the government’s directions. The company celebrated the centennial birthday of Bangabandhu gorgeously FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 75 Directors’ Report

and declares this year as ‘Mujib Borsho’ as directed by the Government. In Mujib Borsho, all the employees of APSCL are working an extra one hour to commemorate Bangabandhu. Along with this, APSCL has taken five broader initiatives, these are activities for 100% electrification, Excellence and innovation, my office is my town, improvement of customer service, sustainable and renewable energy and public awareness, clean village and clean housing. To implement these initiatives, APSCL formed five different committees with a specific work plan and timeline. All the committees are working with full enthusiasm to accomplish the targets assigned to them. In Mujib Borsho, APSCL aimed to provide technical training to 200 unemployed people at their own cost and already, 84 completed regular electrician training course from APSCL training center in FY 2019-2020. Another big plan of APSCL is to establish a beautiful archway in the entrance of the APSCL campus by highlighting Bangabandhu’s contribution to the nation. On 17 March 2020, a gala opening ceremony program was held in line with the nationwide celebration of Mujib Borsho. A colorful procession was held with the active participation of APSCL employees and students of the APSCL School in the event of the countdown program of Mujib Borsho. Several seminars, workshops, and competition programs are scheduled to observe the Mujib Borsho. Due to the Covid-19 pandemic, most of the scheduled programs postponed and will be rescheduled as per the government’s direction.

Accommodation and other support facilities for the employees Ashuganj Power Station Company Limited is providing the residential facility for its employees within the boundary of the company at Ashuganj, Brhamanbaria. At present, the company have one bungalow for the managing director and 97 well-facilitated residents of various size for the employees from grade 8 and above and 494 residents of various size for the employees from grade 9 and below. Besides this, APSCL has 56 dormitories and single accommodation for the employees who reside alone. In a nutshell, the residential facility of the company covers areas of almost 4,45,460 square feet. Along with the plant area, APSCL has a fully equipped training center, medical center, two mosques, one temple, one rest house with several amenities, two clubs for officers and staff, and two canteens for the wellbeing of the employees. Medical Center: The Medical Center is operated by the company. There are one Senior Medical Officer (MBBS) & Two Medical Officers (MBBS)-one male & one female, Four Nurses (Diploma), and one female attendant. They provide medical services such as an Antenatal checkup, EPI vaccination, Blood sugar check, ECG, Nebulization, and many other emergency services to the employees and their family members at the Medical Center. There are two ambulances with fully equipped modern facilities in the Medical Center.

Corporate Social Responsibility As part of Corporate Social Responsibility (CSR), APSCL integrates social, environmental, and economic concerns into their values and operations in a transparent and accountable manner. It is the commitment of the company to behave ethically and contribute to the development of the lifestyle of the workforce and their families as well as of the local community and society at large. Besides its normal activity of electricity generation, APSCL operates a High School and a Vocational School as its corporate social responsibility. All these are administrated and financially fully supported by the Company. APSCL and its employees contribute to the Prime Minister’s National Relief Fund for the wellbeing of the mass people of the nation. In this financial year, APSCL and its employees contributed BDT 20 million to the Prime Minister’s National Relief Fund to support the covid-19 pandemic. APSCL continuously provides financial support to the Bangladesh Power Management Institution (BPMI). In this financial year, APSCL contributed BDT 10 million to the Bangladesh Power Management Institution (BPMI). High School: The High School is operated by the company is affiliated with the Comilla Secondary & Higher Secondary Education Board. Students from Baby Group to Class X study in this school. The School is run by a group of experienced Teaching Staff. It is here to mention that more than 60% of the total student of this school comes from adjacent areas and villages. In this way, APSCL makes a valuable contribution to the sector of education in this area. At present 1052 no of students are studying in this school. The academic result of the school is remarkable in this area. Vocational School: The Vocational School was started by APSCL within this financial year as a project. After the successful completion of the project, the authority may think to continue. The Vocational School is affiliated with the Bangladesh Technical Education Board. This project aimed to provide technical education to the general students to accomplish the Sustainable Development Goals (SDG) of the Government. Presently, general electrical works comprising 26 no of students are studying under this vocation school and welding & fabrication trades will be added in the upcoming financial year. Technical Training: APSCL initiated a technical training program for unemployed people in the APSCL training center. APSCL planned to train up a total of 840 people within the next 05(five) years under two categories, i.e. regular electrician course and industrial electrician course. Already, 84 people comprising 3 batches completed a regular electrician training course from APSCL training center in FY 2019- 2020.

76 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Irrigation Channel: A portion of the used water of the power plants of APSCL is discharging through channels for irrigation in the dry season. It is well known that this water irrigates about 36,000 acres of land of Brahmanbaria district and adjacent areas under the direct supervision of BADC. APSCL doesn’t impose any financial charge for this facility. Apart from these, the infrastructures of APSCL’s surface areas like road, bridge, drainage system, footpath, etc. are constructed and maintained by its authority whose beneficiaries are the mass people of this area. In this way, APSCL took part in the development of this area.

Combating COVID-19

During this worldwide pandemic situation of COVID-19, APSCL has taken all the possible initiatives as directed by the Governments. IN BRIEF PERFORMANCE APSCL formed a high-power committee headed by a chief Engineer to implement the Government directives combating this issue. In countrywide Lockdown the Committee strictly controlled the movement of the employees, maintain social distancing, wearing masks, and spraying disinfectant chemicals in widely covered areas. Special concentration has been given to the employees directly engaged in the operation of the power plants. APSCL medical team always on standby to provide any kind of health-related issues of the employees and ensure proper treatment in case of affected employees and their families. APSCL chemical division takes an initiative to produce hand sanitizer for all of its employees and also distribute it to the surrounding community voluntarily. Up to June 30, 2020, 14 employees are RT-PCR tested for Covid-19 out of which 6 persons became positive. APSCL management prepares a 25 bed capacity for quarantine center and isolation center for covid-19 suspected and affected employees. Due to this, in this pandemic situation, all the power plants of APSCL run smoothly. FROM THE BOARD

Acknowledgment The Board of Directors would like to convey sincere thanks to all our esteemed shareholders and stakeholders for their support and confidence in the organization and look forward to the continuance of this mutually supportive relationship. The Board also recognizes that its journey to the attainment during the year was possible because of the cooperation, positive support, and guidance that it had received from the Government of Bangladesh, Power Division and Energy & Mineral Resources Division of Ministry of Power, Energy and Mineral

Resources, Power Cell, Economic Relations Division, Ministry of Finance, Ministry of Planning, Bangladesh Power Development Board, ACHIEVEMENT Petro Bangla, Bangladesh Securities Exchange Commission, Bakhrabad Gas Distribution Company Limited and local administration and people. Accordingly, the Board offers its utmost gratitude to them. I would like to convey our heartfelt gratitude to ADB, IDB, HSBC, SCB, ICB, DSE, and CSE for their support and co-operation. We also extend to the Management and Employees its warmest greetings and felicitation for being the essential part of APSCL during the year. They have worked hard, against all odds, uncertainties, and adversities and built a stronger APSCL that can create a greater positive impact on the overall economy of the country. We are proud of you all and look forward to your continued support as we march ahead to take Ashuganj Power Station Company Limited further forward as the leader in the power sector of the country.

With Best Wishes

On behalf of the Board of Directors ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

(Md. Belayet Hossain) Chairman, APSCL. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 77 78 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ACHIEVEMENT ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE Benchmarks & Milestone 80 Awards & Achievements 82 ISO Certification 84 19th AGM & 7th EGM 86 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 79 1966 - 1986 1987-2012 2013-2014

1966 The first agreement signed with 1987 Unit-4 (150MW) 2013 Unveiled plaque of a foreign construction company to Commissioned foundation stone of 225 MW establish a thermal power plant CCPP, 450MW CCPP (South), 1988 Unit-5 (150MW) 450MW CCPP (North) & Two units (64*2 MW) construction Commissioned 200MW Modular Power Plant work started 2000 Incorporated under by Honorable Prime Minister 1970 Unit-2 (64MW) & Unit-1 the companies act of Government of Bangladesh (64MW) Commissioned Sheikh Hasina. 2003 Provisional vendor’s 1982 GT-1 (56MW) Commissioned agreement signed with BPDB 2014 Retirement of GT-1 & ST unit for site transferring of 1984 CC-ST (34MW) Commissioned Company activities formally started 225MW CCPP Project 1986 GT-2 (56MW) & Unit-3 Achieved “Best (150MW) Commissioned 2011 53MW GE Commissioned CorporateAward-2014” from ICMAB Achieved the “Best Power Generating Unit” Award for Unit-3 in 2011. 2012 Achieved Trade Finance Award “Deals of the year 2012”.

80 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE

2015-2016 2017-2018 2019-2020

2015 Commissioning of 2017 Commissioning of 450MW 2019 APSCL introduced 225MW CCPP & 200MW CCPP (North) ERP (Enterprise Resource Modular Power Plant Planning) system. MoU signed to form a Joint Achieved international “The Venture Company with Energy Successfully launched a Non- FROM THE BOARD Green Era Award-2015” from China for implementing a 2X660 convertible fully redeemable Berlin, Germany MW coal-based power plant at coupon-bearing bond of BDT Patuakhali. 6000 million. APSCL entered in e-GP (Electronic Government APSCL entered in the e-filling Achieved “Best Corporate Procurement) system system ‘Nothi’. Award” from ICMAB 2016 Commissioning of 2018 Contract sign of 400MW 2020 Trading of the public 450MW CCPP (South) CCPP (East) with EPC Contractor portion of APSCLBOND CNTIC-CCOEC started in DSE & CSE. Received ISO 9001:2008, ACHIEVEMENT ISO 14001:2004 & BS OHSAS Unit -2 has been retired Final Vendor’s Agreement 18001:2007 permanently signed between APSCL & BPDB.

Benchmarks DISCLOSURE ADDITIONAL CORPORATE

& Milestone FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 81 Awards & Achievements

Best project Best project Award for team Award 2016 Exemplary Environmental Safeguards

ICMAB Best ICMAB Best Corporate Corporate Award 2018 Award 2017

ICMAB Award The 2015 Green Era Award

82 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

ICMAB Financing Best Corporate Facility availed Award-2014 for 450MW CCPP (South) PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD

Trade Financing Finance Facility availed Award Deals for 450MW of the Year CCPP (South) 2012 ACHIEVEMENT

Financing Facility To Mark 100,000 Hours availed for Commercial Operation of 225MW CCPP the GEC CCPP ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 83 ISO CERTIFICATION

the quality, environment and occupational health and safety and is demonstrating its commitment to: s a strong power generation company with a long history, APSCL has often looked to the past to v Quality electricity generation, pollution prevention and to ensure be inspired for the future. And so in 2015, APSCL safe working environment for all of its employees, contractors, reachedA several milestones in its capacity and has achieved visitors and periodically evaluates its compliance with applicable the Integrated Management System (IMS) Certificate based on legal and other requirements. ISO 9001: 2015 (QMS), ISO 14001:2015 (EMS) and BS OHSAS v Has defined relevant objectives and targets that are measurable, 18001:2007. In 2019, APSCL has achieved the ISO 45001:2018 where practicable, taking into account and has programmers in certificate instead of BS OHSAS 18001:2007 and updated its IMS place to achieve these objectives and targets. certification. APSCL is proud of its achievement for IMS certificate v as the pioneer in government owned power generation sector Continually enhancing its quality, environmental, occupational in Bangladesh with reliable evidence of all applicable legal and health and safety assurance management system in order to regulatory compliances and accredited by independent evaluation achieve improvements in its overall performance and suitable for of these conformity assessment body against recognized standards the nature of its activities, products and services, that conforms to carry out specific activities to ensure our integrity, impartiality to the requirements of ISO 9001, ISO 14001 and ISO 45001 with and competence. Quality, environmental performance or limit relevant policies and statement. environmental impact, to assess and control occupational health v Has identified the quality, environmental and occupational health hazards and risks from its operations are key focus for APSCL. This and safety aspects of its activities, product and services that accreditation ensures that employees, purchaser and regulators can it can control and /or influence and determined those that can have confidence in the provision of APSCL’s services that have no have a significant relevant impact (including those related to negative impact on health and safety in the workplace and on the suppliers/ contractors). environment and generate quality electricity that conforms to the v Has procedures in place to identify applicable legislations and applicable requirements of ISO 9001, ISO 14001 and ISO 45001. other relevant requirements, to determine how these apply to its APSCL has established a quality management system that is relevant aspects and to keep this information up to date. suitable for its product and processes, environmental management system that controls or minimizes the environmental impact and v Has implemented effective controls in order to meet its occupational health and safety assurance system that ensures commitment to comply with applicable legal and other the safe and accident free working environment for all employees requirements. that is appropriate for its certification scope as well as the relevant v Ensures that people working for or on behalf of APSCL are statutory and regulatory requirements related to its product and aware of the requirements of its Integrated Management System service. APSCL has ensured the availability of resources necessary and are competent to perform tasks that have the potential to to support the operation and monitoring of these. APSCL aims cause significant relevant impacts. to prevent nonconformities, and has systematic improvement v processes in place to correct any nonconformities that do occur, Has implemented procedures for communicating internally, as analyze the cause of nonconformities and take corrective action to well as responding to and communicating (as necessary) with avoid their recurrence. APSCL has implemented an effective internal interested external parties. audit and management review process for monitoring, measuring v Ensures that those operations associated with significant health, and continually improving the effectiveness of standards what safety and environmental aspects are carried out under specified accredited. The intent is to promote a common focus throughout conditions and monitors and controls the key characteristics the entire conformity assessment chain in order to achieve these of its operations that can have a significant health, safety and expected outcomes and thereby enhance the value and relevance of environmental impact. accredited certification. v Has established and (where practicable) tested procedures to The IMS certification is achieved to increase the confidence level of address and respond to emergencies that can have an effect on employees and interested parties in APSCL’s management system. the environment. The certified management system is managing its interactions with

84 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE ASHUGANJ POWER STATION COMPANY LTD. (APSCL) (AN ENTERPRISE OF BANGLADESH POWER DEVELOPMENT BOARD)

ASHUGANJ, BRAHMANBARIA – 34 02, BANGLADESH. FROM THE BOARD Bureau Veritas Certification Holding SAS – UK Branch certifies that the Management System of the above organization has been audited and found to be in accordance with the requirements of the Management System standards detailed below. Standards ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 Scope of certification ACHIEVEMENT

GENERATION OF ELECTRICITY

Original cycle start date For ISO 9001: & ISO 14001: 09 December 2015 Original cycle start date For ISO 45001: 25 November 2019 Expiry date of previous cycle For ISO 9001: & ISO 14001: 08 December 2018 Expiry date of previous cycle For ISO 45001: Not Applicable Recertification Audit date: 09 July 2018 Recertification cycle start date For ISO 9001: & ISO 14001: 15 September 2018 Recertification cycle start date For ISO 45001:: 25 November 2019 Subject to the continued satisfactory operation of the organization’s Management System, this certificate expires on: 14 September 2021 Certificate No. 18.8850/U Version : 2 Revision date: 25 November 2019

DISCLOSURE ADDITIONAL CORPORATE Signed on behalf of BVCH SAS – UK Branch Jagdheesh N. MANIAN Head – CERTIFICATION, South Asia 0008

Commodities, Industry & Facilities Division Certification body 5th Floor, 66 Prescot Street, London, E1 8HG, United Kingdom. address: Local office: Bureau Veritas (India) Private Limited (Certification Business) 72 Business Park, Marol Industrial Area, MIDC Cross Road "C", Andheri (East), Mumbai – 400 093, India. Further clarifications regarding the scope of this certificate and the applicability of the management system requirements may be obtained by consulting the organization. To check this certificate validity please call +91 22 6274 2000. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 85 19TH ANNUAL GENERAL MEETING & 7TH EXTRA-ORDINARY GENERAL MEETING

he 19th Annual General Meeting (AGM) & 7th Extra-Ordinary The Shareholders and the Proxy of the shareholders actively General Meeting (EGM) of Ashuganj Power Station Company participated in the discussion and they talked about the overall Ltd. was held on Wednesday 4th November, 2019 at Bijoy performance of the Company. The Chairman and the Managing Hall, Biddyut Bhaban, Dhaka. Chairman of the Board Engr. Khaled Director of the Company replied to the queries and explained on TMahmood presided over the meeting. Shareholder of the Company various comments made by distinguished shareholders. Dr. Ahmed Kaikus, Senior Secretary, Power Division, Mr. Abu Shareholders appreciated the Company’s overall performance during Hena Md. Rahmatul Muneem, Senior Secretary, Energy & Mineral the financial year in the meeting. The meeting ended with a vote of Resources Division, Mr Md. Nurul Amin, Secretary, Planning Division, thanks to the chair. Shareholder & Director of the Board Engr. Khaled Mahmood, Mr. Sayeed Ahmed, Proxy of the Shareholders Mr. Tahmid Hasnat Khan, Joint Secretary, Finance Division, Mr Md. Belayet Hossain, Chief Engineer (P & D), Bangladesh Power Development Board, Directors of the Board Dr. Md. Quamrul Ahsan, Mr. Mamtaz Uddin Ahmed, Mr. Sheikh Faezul Amin, Mr. Kamal Ahmed, Mr. Md. Abu Alam Chowdhury, Mr. Md. Abul Monsur, Mr. Tahmina Yeasmin, Mr. Al Mamun Murshed, Managing Director of the company A. M. M. Sazzadur Rahman, Executive Directors of the company Mr. Ajit Kumar Sarkar, Mr. A.K.M. Yaqub, Mr. Md. Mahfuzul Haque, Company Secretary Mr. Mohammad Abul Mansur and other senior officials of the company attended at the meeting. After recitation of verse from the Holy Quran the Chairman welcomed the shareholders’ in the 7th Extra-ordinary General Meeting. The Meeting started with the Chairman’s speech regarding the necessity of changes and amendments to some clauses of the Memorandum of Association (MOA) and Articles of Association (AOA) of APSCL. Proposal of changes and amendments of clause no V of MOA and section no 6 of AOA was approved by the shareholders. Later on, the 19th Annual General Meeting started with the Chairman’s inviting comments on proceedings of last Annual General Meeting followed by comments on Directors’ Report and Audited Financial Statements for the year ended 30 June 2019. The shareholders unanimously approved the audited financial statements and proposed 0.60% dividends for the year ended 30 June 2019. Retiring Directors Mr. Md. Azharul Islam and Mr. Kamal Ahmed were re-elected as Director of the company by the shareholders. Proposal for appointment of M/S Masih Muhith Haque & Co., Chartered Accountants as External Auditor of the Company to hold office till the conclusion of the next AGM for auditing the Company’s accounts for the year ending 30 June 2020 was approved by the shareholders. Similarly, M/S Mumlook Mustaque & Co. Chartered Accountants appointed as the Compliance Auditor of the Company to hold office till the conclusion of the next Annual General Meeting for auditing the Compliance Status of the Company for the year ending 30 June 2020.

86 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ACHIEVEMENT ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 87 88 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL PERFORMANCE IN BRIEF PERFORMANCE

ADDITIONAL FROM THE BOARD CORPORATE DISCLOSURE ACHIEVEMENT

Corporate Governance 90 MD & ED (Finance) Declaration to the Board 91 Certificate of Corporate Governance 2019-2020 92 Status of Compliance as per Corporate Governance Code 93 Report of the Audit Committee 106 Compliance Report on IAS & IFRS 107

Health, Safety & Environment 108 DISCLOSURE ADDITIONAL CORPORATE Memorable Events 2019-20 110 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 89 Corporate Governance

Corporate governance is the system by which companies are effectively; directed and controlled. Boards of directors are responsible for 9. APSCL pays particular attention to ensuring that there are no the governance of their companies. The shareholders’ role in conflicts of interest between the interests of its shareholders, the governance is to appoint the directors and the auditors and to satisfy members of its Board and its executive management; themselves that an appropriate governance structure is in place. The 10. A sound system of risk management and internal control is in responsibilities of the board include setting the company’s strategic place; aims, providing the leadership to put them into effect, supervising 11. The company has a sound asset management policy, which the management of the business, and reporting to shareholders on assures that unauthorized use or disposal of any asset occurs; their stewardship. Corporate governance is therefore about what the 12. Timely and balanced disclosure of all material information board of a company does and how it sets the values of the company, concerning the company is made to all stakeholders; and it is to be distinguished from the day to day operational management of the company by full-time executives. 13. All transactions of the company are transparent and accountability for the transactions is well established; The corporate governance framework also depends on the 14. All regulatory and statutory rules and regulations are complied legal, regulatory, institutional, and ethical environment of the with; community. Whereas the 20th century might be viewed as the age of management, the early 21st century is predicted to be more 15. APSCL is maintaining different wings for ensuring Right to Information (RTI), National Integrity Strategy (NSI), Grievance focused on governance. Both terms address control of corporations Redress System (GRS), Citizen’s charter to ensure transparency but governance has always required an examination of underlying of its operations. purpose and legitimacy. The principal characteristics of corporate governance are transparency, independence, accountability, 16. Always considering a holistic (social, economic, and responsibility, fairness, and social responsibility. A good Governance environmental) approach for decision making, venture exploring, process provides transparency of corporate policies, strategies, and and problem-solving. the decision-making process. This further strengthens internal control systems and helps in building relationships with all stakeholders.

GOVERNING PRINCIPLES Ashuganj Power Station Company Ltd. (APSCL) believes in transparency and committed to ensuring good corporate governance practices at all times, as we believe that good governance generates goodwill among business partners, customers and investors and supports the company’s growth. Keeping in view the size, complexity, and operations, the governance framework of APSCL is based on the following principles:

1. APSCL’s decision-making and administration comply with the Companies Act,1994, regulations concerning public companies of Bangladesh, APSCL’s Articles of Association, and the rules and regulations published by the regulatory authorities; 2. APSCL follows the BSEC Corporate Governance Code to ensure corporate governance in the company; 3. All the shareholders of APSCL are treated equally; 4. The board is appropriate in size and members are committed to their respective duties and responsibilities; 5. The Board is fully independent of the Company’s executive management; 6. The APSCL’s Board has an adequate number of members who are independent of shareholders; 7. The company is operated by a well-defined management structure with specific job descriptions; 8. The timely flow of information to the board and its committees are ensured to enable them to discharge their functions

90 ASHUGANJ POWER STATION COMPANY LTD Certificate of Due Diligence by Managing Director

& Executive Director (Finance) ABOUT APSCL Annexture A (As per condition No. 1(5)(XXVI)

To the Board of Directors of Ashuganj Power Station Company Limited

Pursuant to the condition No.1(5)(xxvi) imposed vide the Commission’s Notification No SEC/

CMRRCD/2006-158/207/Admin/80, dated 3 June 2018 issued under section 2CC of the Securities IN BRIEF PERFORMANCE and Exchange Ordinance, 1969 we do here by declare that:

1. The Financial Statements of Ashuganj Power Station Company Limited for the year ended on 30 June 2020 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed; 2. The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view; FROM THE BOARD 3. The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in its financial statements; 4. To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records; 5. Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and 6. The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists ACHIEVEMENT no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: i. We have reviewed the financial statements for the year ended on 30 June 2020 and that to the best of our knowledge and belief: a. these statements do not contain any materially untrue statement or omit any material factor contain statements that might be misleading; b. these statements collectively present true and fair view of the Company’s affairs and are incompliance with existing accounting standards and applicable laws. ii. There are, to the best of knowledge and belief, no transactions entered in to by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members. ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE

A.M.M. Sazzadur Rahman Md. Mizanur Rahman Sarker Managing Director Executive Director (Finance)

Dhaka 04 December 2020 FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 91 Certificate of Compliance 2019-2020 Annexture B (As per condition No. 1(5)(XXVII)

92 ASHUGANJ POWER STATION COMPANY LTD COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE ABOUT APSCL Annexture C (As per condition No. 1(5)(XXVIII)

Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated June 03, 2018, issued under section 2CC of the Securities and Exchange Ordinance, 1969 is presented below:

Condition Compliance Remarks IN BRIEF PERFORMANCE Title No. Status (if any) 1 Board of Directors: - Size of the Board of Directors The total number of members of a company’s Board of Directors The APSCL Board is comprised 1 (1) Complied (hereinafter referred to as “Board”) shall not be less than 5 (five) and of 12 Directors. more than 20 (twenty). Independent Directors FROM THE BOARD All companies shall have effective representation of independent directors on their Boards, so that the Board, as a group, 1 (2) includes core competencies considered relevant in the context of each company; for this purpose, the companies shall comply with the following: - At least one-fifth (1/5) of the total number of directors in the company’s Board shall be independent directors; any fraction shall be considered to There are 4 (four) independent 1 (2) (a) Complied the next integer or whole number for calculating number of independent Directors in APSCL Board. director(s); ACHIEVEMENT 1 (2) (b) For the purpose of this clause “independent director” means a director- The Independent Directors are who either does not hold any share in the company or holds less than 1 (2) (b) (i) Complied not holding any share of the one percent (1%) shares of the total paid-up shares of the company; company. who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more 1 (2) (b) (ii) shares of the total paid-up shares of the company on the basis of family Complied No such matter occurred. relationship and his or her family members also shall not hold above mentioned shares in the company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members; who has not been an executive of the company in immediately 1 (2) (b) (iii) Complied Do preceding 2(two) financial years; ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE who does not have any other relationship, whether pecuniary or 1 (2) (b) (iv) Complied Do otherwise, with the company or its subsidiary or associated companies; who is not a member or TREC (Trading Right Entitlement Certificate) 1 (2) (b) (v) Complied Do holder, director or officer of any stock exchange; who is not a shareholder, director excepting independent director 1 (2) (b) (vi) or officer of any member or TREC holder of stock exchange or an Complied Do intermediary of the capital market FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 93 COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Condition Compliance Remarks Title No. Status (if any) who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s 1 (2) (b) (vii) statutory audit firm or audit firm engaged in internal audit services or Complied Do audit firm conducting special audit or professional certifying compliance of this Code; 1 (2) (b) (viii) who is not independent director in more than 5 (five) listed companies; Complied Do who has not been convicted by a court of competent jurisdiction as a 1 (2) (b) (ix) defaulter in payment of any loan or any advance to a bank or a Non- Complied Do Bank Financial Institution (NBFI); and who has not been convicted for a criminal offence involving moral 1 (2) (b) (x) Complied Do turpitude; The independent director(s) shall be appointed by the Board and The appointments made by the 1 (2) (c) Complied approved by the shareholders in the Annual General Meeting (AGM); board and duly approved at AGM The post of independent director(s) cannot remain vacant for more than No vacant post of Independent 1 (2) (d) Complied 90 (ninety)days; and Directors. The tenure of office of an independent director shall be for a period of 3 (three)years, which may be extended for 1 (one) tenure only: Provided that a former independent director may be considered for reappointment for another tenure after a time gap of one tenure, i.e., Not 1 (2) (e) three years from his or her completion of consecutive two tenures [i.e. Applicable six years]: Provided further that the independent director shall not be subject to retirement by rotation as per the ‡Kv¤úvbx AvBb, 1994 (1994 m‡bi 18bs AvBb) Companies Act, 1994. 1 (3) Qualification of Independent Director- Independent director shall be a knowledgeable individual with integrity The qualification and background who is able to ensure compliance with financial laws, regulatory 1 (3) (a) Complied of IDs justify their abilities as requirements and corporate laws and can make meaningful contribution such. to the business; 1 (3) (b) Independent director shall have following qualifications: Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk. 100.00 million or any 1 (3) (b) (i) Complied DO listed company or a member of any national or international chamber of commerce or business association; or Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or 1 (3) (b) (ii) Company Secretary or Head of Internal Audit and Compliance or Head Complied DO of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company; or Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who 1 (3) (b) (iii) Complied DO has at least educational background of bachelor degree in economics or commerce or business or law; or University Teacher who has educational background in Economics or 1 (3) (b) (iv) Complied DO Commerce or Business Studies or Law; or

94 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst 1 (3) (b) (v) Complied DO or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification; The independent director shall have at least 10 (ten) years of 1 (3) (c) Complied DO IN BRIEF PERFORMANCE experiences in any field mentioned in clause (b); In special cases, the above qualifications or experiences may be relaxed 1 (3) (d) Complied No such special case arose. subject to prior approval of the Commission. 1 (4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer. - The positions of the Chairperson of the Board and the Managing Chairman of the Board and 1 (4) (a) Director (MD) and/or Chief Executive Officer (CEO) of the company shall Complied Managing Director are different be filled by different individuals; individuals.

The Managing Director (MD) and/or Chief Executive Officer (CEO) of The Managing Director is not FROM THE BOARD 1 (4) (b) a listed company shall not hold the same position in another listed Complied holding the same position in any company; other listed company. The Chairperson is elected The Chairperson of the Board shall be elected from among the non- 1 (4) (c) Complied from among the non-executive executive directors of the company; directors. The roles and responsibilities The Board shall clearly define respective roles and responsibilities of the of the Chairperson and the ACHIEVEMENT 1 (4) (d) Complied Chairperson and the Managing Director and/or Chief Executive Officer; Managing Director are clearly defined. In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as 1 (4) (e) Complied No such special case arose. Chairperson for that particular Board’s meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes. The Directors’ Report to Shareholders the Board of the company shall include the following additional statements or 1 (5) disclosures in the Directors’ Report prepared under section 184 of the Companies Act, 1994 (Act No. XVIII of 1994): - The Directors’ report complies 1 (5) (i) An industry outlook and possible future developments in the industry; Complied with the guideline. The Directors’ report complies 1 (5) (ii) The segment-wise or product-wise performance; Complied with the guideline. Risks and concerns including internal and external risk factors, threat to The Directors’ report complies 1 (5) (iii) Complied

sustainability and negative impact on environment, if any; with the guideline. DISCLOSURE ADDITIONAL CORPORATE A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit The Directors’ report complies 1 (5) (iv) Complied Margin, where applicable; with the guideline. A discussion on continuity of any extraordinary activities and their Not 1 (5) (v) implications (gain or loss); Applicable A detailed discussion on related party transactions along with 1 (5) (vi) a statement showing amount, nature of related party, nature of Complied transactions and basis of transactions of all related party transactions A statement of utilization of proceeds raised through public issues, 1 (5) (vii) Complied rights issues and/or any other instruments FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 95 COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Condition Compliance Remarks Title No. Status (if any) An explanation if the financial results deteriorate after the company goes 1 (5) (viii) for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Complied No such thing occurred. Share Offer, Direct Listing, etc.; An explanation on any significant variance that occurs between Stated under section Directors’ 1 (5) (ix) Complied Quarterly Financial performances and Annual Financial Statements; Report of annual report. A statement of remuneration paid to the directors including independent Stated under section Directors’ 1 (5) (x) Complied directors; Report of annual report. A statement that the financial statements prepared by the management Stated under section “Declaration 1 (5) (xi) of the issuer company present fairly its state of affairs, the result of its Complied on Financial Statements” in the operations, cash flows and changes in equity; additional corporate disclosure. A statement that proper books of account of the issuer company have 1 (5) (xii) Complied DO been maintained A statement that appropriate accounting policies have been consistently 1 (5) (xiii) applied in preparation of the financial statements and that the Complied DO accounting estimates are based on reasonable and prudent judgment A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable 1 (5) (xiv) in Bangladesh, have been followed in preparation of the financial Complied DO statements and any departure there from has been adequately disclosed; A statement that the system of internal control is sound in design and 1 (5) (xv) Complied DO has been effectively implemented and monitored; A statement that minority shareholders have been protected from Not 1 (5) (xvi) abusive actions by, or in the interest of, controlling shareholders acting Applicable either directly or indirectly and have effective means of redress; A statement that there is no significant doubt upon the issuer company’s ability to continue as a going concern, if the issuer company is not 1 (5) (xvii) Complied Stated in Directors’ Report. considered to be a going concern, the fact along with reasons there of shall be disclosed; An explanation that significant deviations from the last year’s operating Not 1 (5) (xviii) results of the issuer company shall be highlighted and the reasons Applicable thereof shall be explained; Stated in “Performance in A statement where key operating and financial data of at least preceding 1 (5) (xix) Complied brief” which complies with the 5 (five) years shall be summarized; guideline. Stated the company has declared An explanation on the reasons if the issuer company has not declared 1 (5) (xx) Complied dividend consecutively for last dividend (cash or stock) for the year; five years. Board’s statement to the effect that no bonus share or stock dividend Not 1 (5) (xxi) No such situation occurred. has been or shall be declared as interim dividend; Applicable The total number of Board meetings held during the year and 1 (5) (xxii) Complied Stated in “Directors’ report” attendance by each director; A report on the pattern of shareholding disclosing the aggregate number 1 (5)(xxiii) Complied DO of shares (along with name-wise details where stated below) held by: - Parent or Subsidiary or Associated Companies and other related parties 1 (5)(xxiii) (a) Complied Stated in the Directors’ Report. (name-wise details);

96 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) The directors, MD, CS, CFO and Directors, Chief Executive Officer, Company Secretary, Chief Financial HIAC and their spouses and 1 (5)(xxiii) (b) Officer, Head of Internal Audit and Compliance and their spouses and Complied minor children do not hold any minor children (name-wise details) shares of the Company. The executives of the Company 1 (5) (xxiii)(c) Executives; and Complied do not hold any shares.

Shareholders holding ten percent (10%) or more voting interest in the IN BRIEF PERFORMANCE 1 (5) (xxiii)(d) Complied Stated in “Directors’ report” company (name-wise details); In case of the appointment or reappointment of a director, a disclosure 1(5)(xxiv) on the following information to the shareholders: - Stated in the “Directors’ Profile” 1(5)(xxiv)(a) a brief resume of the director Complied in the Annual Report. Stated in the “Directors’ Profile” 1(5)(xxiv)(b) nature of his or her expertise in specific functional areas; and Complied in the Annual Report. FROM THE BOARD names of companies in which the person also holds the directorship and Stated in the “Directors’ Report” 1(5)(xxiv)(c) Complied the membership of committees of the Board; in the Annual Report. A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s 1(5)(xxv) position and operations along with a brief discussion of changes in the financial statements, among others, focusing on: accounting policies and estimation for preparation of financial The Directors’ report complies 1(5)(xxv)(a) Complied

statements; with the guideline. ACHIEVEMENT changes in accounting policies and estimation, if any, clearly describing 1(5)(xxv)(b) the effect on financial performance or results and financial position as Complied well as cash flows in absolute figure for such changes; comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for 1(5)(xxv)(c) Complied current financial year with immediate preceding five years explaining reasons thereof; compare such financial performance or results and financial position as Not 1(5)(xxv)(d) well as cash flows with the peer industry scenario; Applicable briefly explain the financial and economic scenario of the country and 1(5)(xxv)(e) Complied the globe; risks and concerns issues related to the financial statements, explaining 1(5)(xxv)(f) Complied such risk and concerns mitigation plan of the company; and

future plan or projection or forecast for company’s operation, DISCLOSURE ADDITIONAL CORPORATE 1(5)(xxv)(g) performance and financial position, with justification thereof, i.e., actual Complied position shall be explained to the shareholders in the next AGM; Declaration or certification by the CEO and the CFO to the Board as Stated under section “Declaration 1(5)(xxvi) required under condition No. 3(3) shall be disclosed as per Annexure-A; Complied on Financial Statements” in the and additional corporate disclosure. The report as well as certificate regarding compliance of conditions of Stated in the additional corporate 1(5)(xxvii) this Code as required under condition No. 9 shall be disclosed as per Complied disclosure. Annexure-B and Annexure-C. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 97 COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Condition Compliance Remarks Title No. Status (if any) Meetings of the Board of Directors Company maintains a book for The company shall conduct its Board meetings and record the minutes Board Meeting Minutes as per of the meetings as well as keep required books and records in line with the provision of Bangladesh 1(6) the provisions of the relevant Bangladesh Secretarial Standards (BSS) as Complied Secretarial Standard (BSS) adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as adopted by the Institute in so far as those standards are not inconsistent with any condition of of chartered Secretaries of this Code. Bangladesh (ICSB) 1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee 1(7) (a) - Under Process (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company; The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct 1(7) (b) and behavior; confidentiality; conflict of interest; compliance with laws, - Under Process rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency. 2 Governance of Board of Directors of Subsidiary Company. - Provisions relating to the composition of the Board of the holding Not There is no subsidiary company 2 (a) company shall be made applicable to the composition of the Board of Applicable of APSCL. the subsidiary company At least 1 (one) independent director on the Board of the holding Not 2 (b) DO company shall be a director on the Board of the subsidiary company; Applicable The minutes of the Board meeting of the subsidiary company shall Not 2 (c) be placed for review at the following Board meeting of the holding DO Applicable company; The minutes of the respective Board meeting of the holding company Not 2 (d) shall state that they have reviewed the affairs of the subsidiary company DO Applicable also; The Audit Committee of the holding company shall also review the Not 2 (e) financial statements, in particular the investments made by the DO Applicable subsidiary company. Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and 3 Compliance (HIAC) and Company Secretary (CS). 3 (1) Appointment The Board shall appoint a Managing Director (MD) or Chief Executive The company has duly appointed 3 (1) (a) Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) Complied the MD, CFO, CS and HIAC and a Head of Internal Audit and Compliance (HIAC); The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and The MD, CFO, CS and HIAC are 3 (1) (b) Complied Head of Internal Audit and Compliance (HIAC) shall be filled by different different individuals. individuals; The MD or CEO, CS, CFO and HIAC of a listed company shall not hold 3 (1) (c) Complied No such event occurred any executive position in any other company at the same time;

98 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) The roles of MD, CFO, CS and The Board shall clearly define respective roles, responsibilities and 3 (1) (d) Complied HIAC are clearly defined and duties of the CFO, the HIAC and the CS; approved by the Board. The MD or CEO, CS, CFO and HIAC shall not be removed from 3 (1) (e) their position without approval of the Board as well as immediate Complied No such event occurred dissemination to the Commission and stock exchange(s).

Requirement to attend Board of Directors’ Meetings IN BRIEF PERFORMANCE The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: 3 (2) Complied Provided that the CS, CFO and/or the HIAC shall not attend such part of a meeting of the Board which involves consideration of an agenda item relating to their personal matters. 3 (3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO) The MD or CEO and CFO shall certify to the Board that they have Stated in the additional corporate

3 (3) (a) reviewed financial statements for the year and that to the best of their Complied FROM THE BOARD disclosure. knowledge and belief: these statements do not contain any materially untrue statement or omit Stated in the additional corporate 3 (3) (a) (i) Complied any material fact or contain statements that might be misleading; and disclosure. these statements together present a true and fair view of the company’s Stated in the additional corporate 3 (3) (a) (ii) affairs and are in compliance with existing accounting standards and Complied disclosure. applicable laws;

The MD or CEO and CFO shall also certify that there are, to the best ACHIEVEMENT of knowledge and belief, no transactions entered into by the company Stated in the additional corporate 3 (3) (b) Complied during the year which are fraudulent, illegal or in violation of the code of disclosure. conduct for the company’s Board or its members; The certification of the MD or CEO and CFO shall be disclosed in the Stated in the additional corporate 3 (3) (c) Complied Annual Report. disclosure. Board of Directors’ Committee. - For ensuring good governance in the company, the Board shall have at least 4 following subcommittees: 4 (i) (i) Audit Committee; and Complied Already in place 4 (ii) (ii) Nomination and Remuneration Committee. - Under Process 5 Audit Committee. - 5(1) Responsibility to the Board of Directors. The company shall have an Audit Committee as a sub-committee of the Already in place. The TOR is 5 (1) (a) Complied

Board; available. DISCLOSURE ADDITIONAL CORPORATE The Audit Committee shall assist the Board in ensuring that the financial The Audit committee duly 5 (1) (b) statements reflect true and fair view of the state of affairs of the Complied discharge its responsibilities. company and in ensuring a good monitoring system within the business; The Audit Committee shall be responsible to the Board; the duties of the 5 (1) (c) Complied In practice. The TOR is available. Audit Committee shall be clearly set forth in writing. 5 (2) Constitution of the Audit Committee The audit committee is comprised 5 (2) (a) The Audit Committee shall be composed of at least 3(three) members; Complied of 4(four) members. FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 99 COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Condition Compliance Remarks Title No. Status (if any) The members of the Audit The Board shall appoint members of the Audit Committee who shall be Committee are appointed by the 5 (2) (b) nonexecutive directors of the company excepting Chairperson of the Complied Board who are Directors and Board and shall include at least 1 (one) independent director; which includes two independent directors. All the members of audit committee are financially literate All members of the audit committee should be “financially literate” and the chairman of the audit 5 (2) (c) and at least 1 (one) member shall have accounting or related financial Complied committee has accounting management background and 10 (ten) years of such experience; background with more than 10(ten) years of related experience. When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 5 (2) (d) Complied In practice 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee; 5 (2) (e) The company secretary shall act as the secretary of the Committee; Complied In practice The quorum of the Audit Committee meeting shall not constitute without 5 (2) (f) Complied In practice at least 1 (one) independent director. 5 (3) Chairperson of the Audit Committee The Board shall select 1 (one) member of the Audit Committee to be The chairman of Audit committee 5 (3) (a) Chairperson of the Audit Committee, who shall be an independent Complied is selected by the Board who is director; an ID. In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular 5 (3) (b) meeting, in that case there shall be no problem of constituting a quorum Complied In presence as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes. Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM): Provided that in absence of Chairperson of the Audit Committee, any 5 (3) (c) other member from the Audit Committee shall be selected to be present Complied In practice in the annual general meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM. 5 (4) Meeting of the Audit Committee The Audit Committee shall conduct at least its four meetings in a financial year: 5 (4) (a) Provided that any emergency meeting in addition to regular meeting Complied In practice may be convened at the request of any one of the members of the Committee;

100 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the members of 5 (4) (b) Complied In practice the Audit Committee, whichever is higher, where presence of an independent director is a must. 5 (5) Role of Audit Committee the Audit Committee shall: - 5 (5) (a) Oversee the financial reporting process; Complied In practice PERFORMANCE IN BRIEF PERFORMANCE 5 (5) (b) monitor choice of accounting policies and principles; Complied In practice monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and 5 (5) (c) Complied In practice Compliance Plan and review of the Internal Audit and Compliance Report; 5 (5) (d) oversee hiring and performance of external auditors; Complied In practice hold meeting with the external or statutory auditors for review of the

5 (5) (e) annual financial statements before submission to the Board for approval Complied In practice FROM THE BOARD or adoption; review along with the management, the annual financial statements 5 (5) (f) Complied In practice before submission to the Board for approval; review along with the management, the quarterly and half yearly financial 5 (5) (g) Complied In practice statements before submission to the Board for approval; 5 (5) (h) review the adequacy of internal audit function; Complied In practice ACHIEVEMENT review the Management’s Discussion and Analysis before disclosing in 5 (5) (i) Complied In practice the Annual Report; review statement of all related party transactions submitted by the 5 (5) (j) Complied In practice management; review Management Letters or Letter of Internal Control weakness 5 (5) (k) Complied In practice issued by statutory auditors; oversee the determination of audit fees based on scope and magnitude, 5 (5) (l) level of expertise deployed and time required for effective audit and Complied In practice evaluate the performance of external auditors; and oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission: Provided that the management shall disclose to the Audit Committee

about the uses or applications of the proceeds by major category DISCLOSURE ADDITIONAL CORPORATE 5 (5) (m) (capital expenditure, sales and marketing expenses, working capital, - Under process etc.), on a quarterly basis, as a part of their quarterly declaration of financial results: Provided further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes other than those stated in the offer document or prospectus for publication in the Annual Report along with the comments of the Audit Committee. 5 (6) Reporting of the Audit Committee 5 (6) (a) Reporting to the Board of Directors

5 (6) (a) (i) The Audit Committee shall report on its activities to the Board. Complied In practice FINANCIAL STATEMENTS

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Condition Compliance Remarks Title No. Status (if any) 5 (6) (a) (ii) The Audit Committee shall immediately report to the Board on the following findings, if any: - 5 (6) (a) (ii) (a) Report on conflicts of interests; - No such event occurred suspected or presumed fraud or irregularity or material defect identified 5 (6) (a) (ii) (b) in the internal audit and compliance process or in the financial - No such event occurred statements; suspected infringement of laws, regulatory compliances including 5 (6) (a) (ii) (c) - No such event occurred securities related laws, rules and regulations; and any other matter which the Audit Committee deems necessary shall be 5 (6) (a) (ii) (d) - No such event occurred disclosed to the Board immediately; Reporting to the Authorities If the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any Not 5 (6) (b) rectification is necessary and if the Audit Committee finds that such Applicable rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier. Reporting to the Shareholders and General Investors Report on activities carried out by the Audit Committee, including any Not 5 (6) (7) report made to the Board under condition No. 5(6)(a)(ii) above during the Applicable year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company. 6 Nomination and Remuneration Committee (NRC). - 6 (1) Responsibility to the Board of Directors Presently a subcommittee named Recruitment and Promotion The company shall have a Nomination and Remuneration Committee 6 (1) (a) Complied Committee is working as (NRC) as a subcommittee of the Board; Nomination and Remuneration Committee (NRC) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences 6 (1) (b) and independence of directors and top-level executive as well as a Complied policy for formal process of considering remuneration of directors, top level executive; The Terms of Reference (ToR) of the NRC shall be clearly set forth in 6 (1) (c) Complied writing covering the areas stated at the condition No. 6(5)(b). 6 (2) Constitution of the NRC The Committee shall comprise of at least three members including an Not 6 (2) (a) independent director; Complied 6 (2) (b) All members of the Committee shall be non-executive directors; Complied Members of the Committee shall be nominated and appointed by the 6 (2) (c) Complied Board; The Board shall have authority to remove and appoint any member of 6 (2) (d) Complied the Committee;

102 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall 6 (2) (e) Complied fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee; The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who 6 (2) (f) shall be non-voting member, if the Chairperson feels that advice or Complied PERFORMANCE IN BRIEF PERFORMANCE suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee; 6 (2) (g) The company secretary shall act as the secretary of the Committee; Complied The quorum of the NRC meeting shall not constitute without attendance Not 6 (2) (h) of at least an independent director; Complied No member of the NRC shall receive, either directly or indirectly, any 6 (2) (i) remuneration for any advisory or consultancy role or otherwise, other Complied

than Director’s fees or honorarium from the company. FROM THE BOARD 6 (3) Chairperson of the NRC The Board shall select 1 (one) member of the NRC to be Chairperson of Not 6 (3) (a) the Committee, who shall be an independent director; Complied In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, 6 (3) (b) Complied the reason of absence of the regular Chairperson shall be duly recorded in the minutes; ACHIEVEMENT The Chairperson of the NRC shall attend the annual general meeting 6 (3) (c) Complied (AGM) to answer the queries of the shareholders: Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM. 6 (4) Meeting of the NRC 6 (4) (a) The NRC shall conduct at least one meeting in a financial year; Complied The Chairperson of the NRC may convene any emergency meeting upon 6 (4) (b) Complied request by any member of the NRC; The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee,

6 (4) (c) Complied DISCLOSURE ADDITIONAL CORPORATE whichever is higher, where presence of an independent director is must as required under condition No. 6 (2) (h); The proceedings of each meeting of the NRC shall duly be recorded in 6 (4) (d) the minutes and such minutes shall be confirmed in the next meeting of Complied the NRC. 6 (5) Role of the NRC NRC shall be independent and responsible or accountable to the Board 6 (5) (a) Complied and to the shareholders; NRC shall oversee, among others, the following matters and make 6 (5) (b) Complied

report with recommendation to the Board: FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 103 COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Condition Compliance Remarks Title No. Status (if any) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, 6 (5) (b) (i) Complied relating to 13 the remuneration of the directors, top level executive, considering the following: the level and composition of remuneration is reasonable and sufficient 6 (5) (b) (i) (a) to attract, retain and motivate suitable directors to run the company Complied successfully; the relationship of remuneration to performance is clear and meets 6 (5) (b) (i) (b) Complied appropriate performance benchmarks; and remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term 6 (5) (b) (i) (c) Complied performance objectives appropriate to the working of the company and its goals; devising a policy on Board’s diversity taking into consideration age, 6 (5) (b) (ii) Complied gender, experience, ethnicity, educational background and nationality; identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the 6 (5) (b) (iii) Complied criteria laid down, and recommend their appointment and removal to the Board; formulating the criteria for evaluation of performance of independent 6 (5) (b) (iv) Complied directors and the Board; identifying the company’s needs for employees at different levels and 6 (5) (b) (v) determine their selection, transfer or replacement and promotion criteria; Complied and developing, recommending and reviewing annually the company’s 6 (5) (b) (vi) Complied human resources and training policies; The company shall disclose the nomination and remuneration policy and 6 (5) (c) the evaluation criteria and activities of NRC during the year at a glance Complied in its annual report. 7 External or Statutory Auditors. - The issuer company shall not engage its external or statutory auditors to perform the following services of the 7 (1) company, namely: - 7 (1) (i) appraisal or valuation services or fairness opinions; Complied In practice 7 (1) (ii) financial information systems design and implementation; Complied In practice book-keeping or other services related to the accounting records or 7 (1) (iii) Complied In practice financial statements; 7 (1) (iv) broker-dealer services; Complied In practice 7 (1) (v) actuarial services; Complied In practice 7 (1) (vi) internal audit services or special audit services; Complied In practice 7 (1) (vii) any service that the Audit Committee determines; Complied In practice audit or certification services on compliance of corporate governance as 7 (1) (viii) Complied In practice required under condition No. 9(1); and 7 (1) (ix) any other service that creates conflict of interest. Complied In practice

104 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

Condition Compliance Remarks Title No. Status (if any) No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not 7 (2) Complied In practice hold any shares in the said company: Provided that spouse, son, daughter, father, mother, brother, sister, son- in-law and daughter-in-law shall be considered as family members. Representative of external or statutory auditors shall remain present in PERFORMANCE IN BRIEF PERFORMANCE 7 (3) the Shareholders’ Meeting (Annual General Meeting or Extraordinary Complied In practice General Meeting) to answer the queries of the shareholders. 8 Maintaining a website by the Company: - The company shall have an official website linked with the website of the 8 (1) Complied stock exchange. 8 (2) The company shall keep the website functional from the date of listing. Complied The company shall make available the detailed disclosures on its 8 (3) website as required under the listing regulations of the concerned stock Complied FROM THE BOARD exchange(s). 9 Reporting and Compliance of Corporate Governance: - The company obtained the The company shall obtain a certificate from a practicing Professional certificate from M/S Mumlook Accountant or Secretary (Chartered Accountant or Cost and Mustaque & Co. Chartered Management Accountant or Chartered Secretary) other than its statutory Accountants regarding

9 (1) Complied ACHIEVEMENT auditors or audit firm on yearly basis regarding compliance of conditions compliance of conditions of of Corporate Governance Code of the Commission and shall such Corporate Governance of the certificate shall be disclosed in the Annual Report. Commission and such certificate is disclosed in the Annual Report. M/S Mumlook Mustaque & Co. The professional who will provide the certificate on compliance of this Chartered Accountants was 9 (2) Corporate Governance Code shall be appointed by the shareholders in Complied appointed by the shareholders at the annual general meeting. the AGM. The directors of the company shall state, in accordance with the Details status disclosed in the 9 (3) Annexure-C attached, in the directors’ report whether the company has Complied Annexure-C and published in the complied with these conditions or not. report. ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 105 Report of the Audit Committee For the year 2019-20 ended on 30 June 2020

he Audit Committee of Ashuganj Power Station Company 2. Reviewing the quarterly, half-yearly and annual financial Ltd. (APSCL) was established and its Charter was approved statements and recommend them to the Board for approval. by the Company’s Board. The Audit Committee, a sub- 3. Reviewing the revised revenue budget, capital expenditure committeeT of the Board, supports the Board in fulfilling its oversight budget, and project development budget of the current year responsibilities. and proposed revenue budget, capital expenditure budget, and The Audit Committee of APSCL comprises of the following Board project development budget of the next year and recommended members: them to the Board for approval. 1. Professor Mamtaz Uddin Ahmed, FCMA - Chariman 4. Reviewing the quarterly financial statements of the Company and 2. Mr. Md. Abul Monsur - Member recommending the same to the Board for adoption. 3. Mr. Al Mamun Murshed – Member 5. Reviewing the external auditors’ findings arising from audit, 4. Mr. Md. Rashedul Mahmood Russell-Member particularly comments and responses given by the management. The Audit Committee met 11 times during the considering period. 6. Reviewing the periodical internal audit & control division’s The Company’s Executive Director (Finance) was invited to audit findings and recommend for necessary measures in this committee’s meetings at the discretion of the committee. concern. 7. Monitoring bond financing issues. ROLE OF THE AUDIT COMMITTEE 8. Monitoring the physical verification of the store material by The Audit Committee’s authorities, duties and responsibilities flow consultancy firm. from the Board’s oversight function. The major responsibilities of the 9. Give instructions & guide line for the appointment of the auditor Committee, among others, include: for asset valuation for share issue. 1. Reviewing the quarterly, half-yearly and annual financial 10. Reviewing the matters as per requirement from the Board. statements and other financial results of the company and, upon its satisfaction of the review, recommend them to the Board for The committee is of the opinion that reasonable controls and approval. procedures are in place to provide assurance that the Company’s assets are safeguarded and the financial position of the Company is 2. Reviewing the revised revenue budget, capital expenditure adequately managed. budget, and project development budget of the current year and proposed revenue budget, capital expenditure budget, and project development budget of the next year and recommended them to the Board for approval. 3. Monitoring and reviewing the adequacy and effectiveness of the Company’s financial reporting process, internal control and risk management system. Prof. Mamtaz Uddin Ahmed, FCMA 4. Monitoring and reviewing the arrangements to ensure objectivity Chairman, Audit Committee, APSCL and effectiveness of the external and internal audit functions. Examine audit findings and material weaknesses in the system and monitor implementation of audit action plans. 5. Recommending to the Board the appointment, re-appointment or removal of external auditors. 6. Reviewing and monitoring the Company’s ethical standards and procedures to ensure compliance with the regulatory and financial reporting requirements.

ACTIVITIES OF THE COMMITTEE ON THE COMPANY’S AFFAIRS FOR THE PERIOD UNDER REPORT 1. Reviewing the audited financial statements of the Company and being satisfied that the critical accounting policies, significant judgments and practices used by the Company are compliant with the required laws and regulations, also confirmed by the external auditor in their independent report, thereafter recommending to the Board for adoption.

106 ASHUGANJ POWER STATION COMPANY LTD Compliance Report on IAS & IFRS ABOUT APSCL

Compliance Report on International Accounting Standard (IAS)

SL No. Name of IAS Effective Date Remarks IAS 1 Presentation of Financial Statements 2009 Applied IAS 2 Inventories 2005 Applied

IAS 7 Statement of Cash Flows 1994 Applied IN BRIEF PERFORMANCE IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors 2005 Applied IAS 10 Events After the Reporting Period 2005 Applied IAS 12 Income Taxes 1998 Applied IAS 16 Property, Plant and Equipment 2005 Applied IAS 19 Employee Benefits 2013 Applied IAS 21 The Effects of Changes in Foreign Exchange Rates 2005 Applied IAS 23 Borrowing Costs 2009 Applied FROM THE BOARD IAS 24 Related Party Disclosures 2011 Applied IAS 32 Financial Instruments: Presentation 2005 Applied IAS 33 Earnings Per Share 2005 Applied IAS 37 Provisions, Contingent Liabilities and Contingent Assets 1999 Applied IAS 39 Financial Instruments 2005 Applied ACHIEVEMENT

Compliance Report on International Financial Reporting Standard (IFRS)

SL No. Name of IFRS Effective Date Remarks IFRS 7 Financial Instruments: Disclosures 2007 Applied IFRS 9 Financial Instruments 2018 Applied IFRS 15 Revenue from Contracts with Customers 2018 Applied IFRS 16 Leases 2019 Applied ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 107 HEALTH, SAFETY & ENVIRONMENT

ENVIRONMENT maintaining a pollution free, safe and healthy workplace through Presently demand for electricity in Bangladesh as a key enabler periodic reviews of operational procedures, safe methods of work for economic and social development is rising along a similar and a safe work environment. Therefore, it has developed a culture trend with increased population. For the commitment from of environment, health and safety through active leadership and Environmental Responsibility, APSCL is developing its combined provide appropriate training at all levels to enable employees to cycle Thermal Power and Renewable Power Sectors to integrate fulfill their health, safety and environmental obligations. All of its sustainable development in the power market and country to power plants have received statutory approvals by complying serve. It is lowering the environmental footprint of assets, to with all environmental regulations in line with the Department allow for the clean generation of electricity with minimum impact of Environment, Bangladesh; World Bank Thermal Power Plant on the environment. In order to limit the environmental impacts Guidelines and ADB Environmental Safeguard Policy. from electricity generation APSCL’s plants are well throughout the entire life cycle equipped with pollution control of the plants, the company devices and adhere to all has built more efficient environmental regulations and and environment friendly pollution norms of the country. new power plants and is In addition, it is working closely introducing Eco-Designed with the community to minimize and environment friendly environmental hazards. The technology replacing the old company has institutionalized less efficient generating units. an effective system of The objective of this approach environment monitoring, is to reduce increased pressure pollution control equipment on energy demand at present and emissions management. energy crisis situation of Aside from tree plantation that Bangladesh and subsequently is being carried out within the to reduce Green House Gas plant and residential colonies’ emission and the impact boundary, it is actively involved on climate change. For this APSCL has achieved the globally in tree plantation initiatives in its community. APSCL is also using prestigious “The Green Era Award, 2015” from World Economic the latest available technology to reduce net consumption of high- Forum in Berlin, Germany as the pioneer of Green Economy in quality water by enhancing water use efficiency with “Zero Blow the power sector of Bangladesh. APSCL has also achieved Down Discharge” as the company fully understand the importance another prestigious award as the “Best Project for Exemplary of this precious resource during plant operations by improving Environmental Safeguards” for its best practice of Environmental thermal efficiency and reducing the amount of heat discharged Safeguards performed by Health, Safety and Environment (HS&E) in the environment. It is also reducing the chemical impact of division for ADB funded Ashuganj 450 MW CCPP (North) project operational discharge on the quality of surrounding surface and on 24-25 July 2019 in the Good Project Implementation Forum groundwater resources. All power plant projects are subject to organized by Asian Development Bank (ADB). State Environmental Laws and Regulations, which govern the The company has set up an organization with follow-up tools discharge, emission, storage, handling and disposal of a variety of and indicators to implement its environmental policy, as well substances. It has also adopted waste management systems and as health and safety policies for its employees and contractors maximized the available recycling opportunities. that covers such items as environmental management, water, APSCL aim to minimize the impact of its operations on the ground and air pollution, waste production and recycling. It also environment through reducing energy consumption in auxiliary deals with health and occupational safety management, pollution equipment’s, buildings and facilities, utilizing renewable sources prevention, etc. in line with ISO 9001, ISO 14001 and ISO 45001 of energy, implementing ‘green’ waste management practices, requirements. At APSCL environment, health and safety (HS&E) is minimizing business travel, carbon offsetting and operating quality not a regulatory compliance, but a corporate credo followed with management systems. To support this effort, the environmental and diligence across all operations. It has enforced environment, health climate change policy is implemented through proper management and safety standards and implemented work safety measures at to ensure compliance with local guidelines and regulations. In all operating locations, ensuring healthy, safe and environmentally 2013, Health, Safety & Environment Division of APSCL developed friendly working conditions. It is committed to ensure that all its Greenhouse Gas (‘GHG’) emissions accounting to include all the plants will adhere to the highest safety standards with each operations. Since then, the focus has been on increasing the location serviced by its own Health, Safety and Environment quality of information captured and seeking out how the better (HS&E) division. The company ensures employee involvement in data collected can add value to the business. The levels of GHG

108 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL emissions have been calculated using the guidelines of the GHG Ashuganj Power Station Company Ltd. (APSCL) management. It protocol and relate to the reporting period from 1 July 2019 to is committed to improve its health, safety and environmental (HSE) 30 June 2020. This provides internal management with valuable performance continuously. APSCL ensures the quality, health & information on which to build an effective strategy to manage and safety, environment and social responsibility, creating sustainable reduce GHG emissions. This will continue to serve as a process added value to our employees, clients and other stakeholders. by which to improve and further develop accounting and reporting Principles: The Company continually strive to create a safe standards in the future, and to broaden the base of users and workplace for its employees and contract personnel, thus avoiding stakeholder input. This includes building bridges with existing and accidents and occupational illness. emerging climate initiatives to optimize safe natural environment It believes that: and to ensure the sustainable development. IN BRIEF PERFORMANCE v No job is worth doing if it cannot be done safely; all work-related Health, Safety and Environment Policy incidents can be prevented. APSCL HSE vision is an accident free workplace, with no harm v Health and safety at work is the responsibility of every employee, to people and continuously decreasing environmental impacts contractor and visitor. of business activities. It commits to provide a safe and healthy v It all contribute to protect the natural environment. work environment and ensure that all activities are conducted in a v It is the responsibility of our management to provide the manner that protects the environment. resources necessary to implement this policy.

To achieve this commitment, our Health, Safety and FROM THE BOARD v Ensure sustainable progress through internal and external audits. Environmental (HSE) management system drives continual improvement, outlines HSE accountabilities and requires that the Commitments: The entire line management, supported by company: our internal HSE network, is accountable for the implementation of this HSE policy and shall remain committed to: v Identify and manage risks to as low as reasonably practicable where they have the potential to cause an injury or ill health to v Protect the health & safety of our employees, visitors, people, or unacceptable impacts on the environment or the contractors and clients.

community. v Prevent pollution; minimize our resource use and waste ACHIEVEMENT v Provide safe work places and systems of work, empower generation through sustainable development initiatives. employees, contractors and other stakeholders to address v Increase our employee awareness of HSE concerns and issues. unsafe or hazardous situations and carry out their work in a v manner that does not present a risk to themselves, others or the Comply with relevant HSE legislation, Group and other environment. applicable requirements. v v Set objectives, targets and Plans which seek to improve Provide the tools, internal HSE resources and training necessary performance in HSE. for the implementation of effective HSE management systems. v Commit to the prevention of Pollution. v Ensure compliance with applicable HSE legal requirements and The APSCL HSE Policy is its core value to achieve its vision of other HSE commitments. Zero accidents, illness and adverse environmental impact. v Require contractors and other stakeholders to manage HSE using standards and practices that comply with this policy. v Review and report HSE performance regularly.

The entire line management is responsible for establishing and DISCLOSURE ADDITIONAL CORPORATE overviewing APSCL commitment to manage HSE in accordance with this policy and monitoring the performance of the Company with respect to its implementation. The Management of APSCL is responsible for the implementation of the HSE Management System to ensure the commitments made in this policy are being met.

Health, Safety and Environment Statement APSCL recognize that the management of employee’s

Health and Safety at work and the minimization of our adverse FINANCIAL STATEMENTS Environmental impact are a prime duty and responsibility of

ANNUAL REPORT 2019-20 109 Memorable events 2019-20

NATIONAL MOURNING DAY 2019

VICTORY DAY 2019

INTERNATIONAL MOTHER LANGUAGE DAY-2020

110 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

BOI UTSOB-2020 PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD

INAUGARATION OF TRADING OF APSCLBOND ACHIEVEMENT

Dhaka Stock Exchange Chittagong Stock Exchange

CHEQUE HAND OVER TO BANGLADESH NATIONAL WORKERS’ WELFARE FOUNDATION-2020 ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 111 Memorable events 2019-20

RECEPTION

Principal Secrretary Secrretary Power Division

Secrretary Power Division

New Director

TRAINING EVENTS 2019-2020

112 ASHUGANJ POWER STATION COMPANY LTD ABOUT APSCL

FINAL VENDOR’S AGREEMENT SIGNING CEREMONY WITH BPDB PERFORMANCE IN BRIEF PERFORMANCE FROM THE BOARD ACHIEVEMENT

INAUGARATION OF VOCATIONAL SCHOOL ADDITIONAL CORPORATE DISCLOSURE ADDITIONAL CORPORATE FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 113 Memorable events 2019-20

APSCL’S PARTICIPATION ON BPDB INTER OFFICE ATHLETIC COMPETITION 2019

সততা স্টর পরিদরন㖶 AWARD-SCIENCE QUIZE COMPETITION

114 ASHUGANJ POWER STATION COMPANY LTD ANNUAL SPORTS-2020 ANNUAL REPORT 2019-20 115

FINANCIAL STATEMENTS ADDITIONAL CORPORATE DISCLOSURE ACHIEVEMENT FROM THE BOARD PERFORMANCE IN BRIEF ABOUT APSCL Financials

116 ASHUGANJ POWER STATION COMPANY LTD INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS of ASHUGANJ POWER STATION COMPANY LTD.

Report on the Audit of the Financial Statements

Opinion We have audited the accompanying financial statements ofAshuganj Power Station Company Ltd. (“the Company”) which comprise the Statement of Financial Position as at June 30, 2020 and the Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year ended and a summary of significant accounting policies and other explanatory information. In our opinion, the accompanying financial statements give a true and fair view of the Financial Position of the company as at June 30, 2020, and the Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the entity in accordance with the ethical requirement that are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter I. We draw attention to note 04 “Property, plant and equipment” of the financial statements read with note 52, where the company explained a matter relating to one of its land. Our opinion is not modified in respect of this matter. II. We draw attention to note 5, “investment in UAEL” of the financial statements, where the company depicts measurement basis of the equity investment in United Ashuganj Energy Limited. Our opinion is not modified in respect of this matter. III. We draw attention to the note 22 “Bond Payable” of the financial statements reads with note 45, where the company depicts measurement basis of the bond payable as per IFRS 9. Our opinion is not modified in respect of this matter.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters are disclosed below together with an explanation of how the risk and our audit response were tailored to address these specific areas.

ANNUAL REPORT 2019-20 117 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Sl. No. Risk Our response to the risk

1 Revenue recognition: We have tested the design and operating effectiveness of key controls At year end the Company reported total revenue focusing on the following: from sale of electricity of Tk. 24,353,002,096. l Calculation of capacity payment and energy payment as per every Revenue is made to the company based on the individual plant wise Power Purchase Agreement (PPA). survey of the meter reading which is calibrated and l Physically checked and verified of meter reading system and certified by independent professional engineers, process. capacity and rental payments are recognized l Segregation of duties in invoice creation and modification; and according to the terms set out in every plant wise Power Purchase Agreement (PPA). Only l Timing of revenue recognition. one customer of APSCL is BPDB. Every month, Our substantive procedures in relation to the revenue recognition those two parties (APSCL and BPDB) are physical comprises the following: inspection of meter and review of relevant reports l Understand and evaluated revenue recognition policies are applied generated from the meter. Upon agreement of by the company based on Power Purchase Agreement (PPA); both parties, the electricity supply to National Energy Grid Bangladesh. The Company’s revenue l Checked and verified the entity’s control over revenue recognition recognition policies and procedures are not complex that’s including reconciliation, sales and bank received systems. and revenue is recognized at a point in time when l Tested general ledger and recorded process. invoices are made by survey of meter reading. l Obtained supporting documentation for sales transactions recorded. And l Finally assessed the appropriateness and presentation of disclosures against relevant accounting standards.

See note no 33 of the financial statements

2 Deferred-liabilities for gratuity: Our audit procedures included, amongst others: The Company maintain defined benefit plan i.e. l evaluating the reasonableness of assumptions and the gratuity. The Company operates an approved gratuity methodologies used by the company at the time of conducting fund, provision in respect of which is made annually valuation; covering all its eligible employees. l checking the adequacy of impact of IAS 19 on the statement At 30 June 2020, the Company recorded net defined of financial position and statement of profit or loss and other benefit obligation of Tk. 674,327,199. comprehensive income; and Key assumptions applied under IAS 19 have a l evaluating the adequacy of the financial statements disclosures as significant impact on the defined benefit obligations, per IAS 19 Employee Benefits costs incurred and equity. The accounting standard requires the Company to make assumptions regarding parameters such as the discount rate, the rate of benefit increase, future mortality rates etc.

See note no 25 of the financial statements

Other Information Management is responsible for the other information. The other information comprises all the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

118 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements that give a true & fair view in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also have: l Identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. l Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control. l Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. l Concluded on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the entity to cease to continue as a going concern. l Evaluated the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. l Obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Entity to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

ANNUAL REPORT 2019-20 119 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and The Bangladesh Securities and Exchange Rules 1987 and other applicable laws and regulations, we also report the following: l We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof; l In our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those; l The Company’s statement of financial position and statement of profit or loss and other comprehensive income dealt with by the report are in agreement with the books of account returns; l The expenditures incurred and payments made were for the purpose of the company’s business. The engagement audit partner in this independent auditor’s report is Masih Malik Chowdhury, FCA.

Place: Dhaka Masih Muhith Haque & Co. Date: December 03,2020. Chartered Accountants RSM in Bangladesh DVC: 2012090337AS125593

120 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF FINANCIAL POSITION As at 30 June 2020

Amount in Taka Particulars Notes June 30, 2020 June 30, 2019

Assets A. Non-current assets Property, plant and equipment 4.00 82,707,333,652 87,851,420,662 Investment in UAEL 5.00 304,050,000 304,050,000 Capital works-in-progress 6.00 9,273,004,014 2,290,171,829 Total non-current assets 92,284,387,666 90,445,642,491 B. Current assets Store Materials 7.00 4,623,219,995 2,321,519,727 Advances, deposits and pre-payments 8.00 654,706,450 771,215,192 Accounts and other receivable 9.00 4,442,015,408 5,519,879,137 Short term deposit 10.00 154,866,334 2,537,590,798 Cash and cash equivalents 11.00 18,130,922,390 12,977,352,129 Total current assets 28,005,730,577 24,127,556,983 Total assets (A+B) 120,290,118,243 114,573,199,474 Equity and liabilities C. Equity Share capital 12.00 12,187,614,964 6,615,000,000 Equity of BPDB 13.00 - 5,572,614,964 Equity of Govt. 14.00 1,233,688,485 1,247,678,074 Direct grant 15.00 344,182,000 344,182,000 Retained earnings 16.00 9,742,291,497 8,137,146,691 Total equity 23,507,776,945 21,916,621,729 D. Subordinated loan Subordinated loan-debt service liabilities 17.00 10,252,300,000 10,252,300,000 E. Non-current liabilities Government loan 18.00 2,850,427,627 2,314,010,157 Loan from BPDB 19.00 - - Foreign loan 20.00 28,835,088,505 25,181,454,798 Export credit agency (ECA) 21.00 23,380,107,659 28,330,610,719 Bond Payable 22.00 6,000,007,669 5,000,000,000 Deferred tax 23.00 9,014,460,957 6,839,249,561 Advance land lease rent UAEL 24.00 202,700,000 222,970,000 Deferred-liabilities for gratuity 25.00 674,327,199 559,024,365 70,957,119,616 68,447,319,600 F. Current liabilities Provision for income tax 26.00 1,081,495,140 1,070,361,169 Current portion of loan 27.00 7,852,467,122 7,258,407,928 Current portion of advance land lease rent UAEL 28.00 20,270,000 20,270,000 Liabilities for interest expense 29.00 3,572,306,214 3,255,156,858 Trade payable 30.00 2,330,800,709 1,657,775,898 Liabilities for expenses 31.00 504,122,824 421,369,335 Worker’s profit participation fund (WPPF) 32.00 211,459,673 273,616,957 Total Current liabilities 15,572,921,682 13,956,958,144 Total Equity and liabilities (C+D+E+F) 120,290,118,243 114,573,199,474

Company Secretary Executive Director (Finance) Managing Director

Director

Dhaka, Bangladesh Masih Muhith Haque & Co. Date: December 03, 2020 Chartered Accountants RSM in Bangladesh

ANNUAL REPORT 2019-20 121 ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2020

Amount in Taka Particulars Notes/Annexure 2019-2020 2018-2019

Revenue (Sales) 33.00 24,353,002,096 23,049,896,486 Cost of sales 34.00 14,147,614,376 12,247,234,932 Gross profit 10,205,387,720 10,802,661,554

Other operating income 35.00 100,917,192 164,576,831 10,306,304,912 10,967,238,385 Operation and maintenance expenses Personnel expenses 36.00 1,273,058,412 1,315,113,463 Office and other expenses 37.00 164,026,042 128,320,547 Repair and maintenance 38.00 125,227,154 157,203,603 Depreciation expenses 39.00 64,399,055 73,821,213 1,626,710,663 1,674,458,826 Operating profit 8,679,594,249 9,292,779,559

Finance income 40.00 824,450,315 208,234,554 Financial expense 41.00 4,702,332,155 3,577,271,750 Foreign currency fluctuation loss 42.00 361,059,277 177,786,267 Worker’s profit participation fund (WPPF) 32.00 211,459,673 273,616,957 Income before tax 4,229,193,459 5,472,339,139 Income tax expenses Current tax 26.01 151,670,218 140,536,247 Deferred tax Annexure-10 1,563,493,172 1,284,169,214 1,715,163,390 1,424,705,461 Profit after tax 2,514,030,070 4,047,633,678 Other Comprehensive income - - Net income 2,514,030,070 4,047,633,678 Earnings per share: Basic earnings per share of BDT 10 43.00 2.06 6.12 Diluted earnings per share of BDT 10 1.12 1.78 These financial statements should be read in conjunction with annexed notes

Company Secretary Executive Director (Finance) Managing Director

Director

Dhaka, Bangladesh Masih Muhith Haque & Co. Date: December 03, 2020 Chartered Accountants RSM in Bangladesh

122 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF CHANGES IN EQUITY For the period ended 30 June 2020

Retained Share capital Equity of BPDB Equity of Govt. Direct Grant Total amount Particulars earnings BDT BDT BDT BDT BDT BDT FY: 2019-20 (July 2019 to June 2020) Balance at 01 July 2019 12,187,614,964 - 1,247,678,074 344,182,000 8,137,146,691 21,916,621,729 450 MW (N) Govt. loan (60%) transferred ------Total comprehensive income - - - - 2,514,030,070 2,514,030,070 Prior year Adjustment (ADB & IDB Loan of - - - - (338,367,079) (338,367,079) 450 MW_North Plant Loan) Prior year store and mobilization adjustment 414,784,056 414,784,056 Prior year deferred tax adjustment (611,718,222) (611,718,222) Adjustment after finalization of actual - - (13,989,589) - 23,315,982 9,326,393 government loan (450MW north plant) Payment of dividend - - - - (396,900,000) (396,900,000) Balance at 30 June 2020 12,187,614,964 - 1,233,688,485 344,182,000 9,742,291,497 23,507,776,945

FY: 2018-19 (July 2018 to June 2019)

Balance at 01 July 2018 6,615,000,000 5,572,614,964 - 344,182,000 4,420,263,013 16,952,059,977 450 MW (N) Govt. loan (60%) transferred - - 1,247,678,074 - - 1,247,678,074 Total comprehensive income - - - - 4,047,633,678 4,047,633,678 Payment of dividend - - - - (330,750,000) (330,750,000) Balance at 30 June 2019 6,615,000,000 5,572,614,964 1,247,678,074 344,182,000 8,137,146,691 21,916,621,729

These financial statements should be read in conjunction with annexed notes

Company Secretary Executive Director (Finance) Managing Director

Director

Dhaka, Bangladesh Masih Muhith Haque & Co. Date: December 03, 2020 Chartered Accountants RSM in Bangladesh

ANNUAL REPORT 2019-20 123 ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF CASH FLOWS For the period ended 30 June 2020

Amount in Taka Particulars 30 June 2020 30 June 2019

Cash flows from operating activities Cash received from operation 25,425,459,635 24,660,759,196 Cash received from other income 910,503,699 309,326,964 Payment for salary and allowances (1,157,755,577) (1,076,393,768) Payment to suppliers (10,505,423,401) (8,884,909,321) Finance expense paid (4,393,422,245) (1,965,291,324) Company Income Tax (140,536,247) (133,717,076) WPPF Payment (262,703,408) (229,184,513) Net cash received from operating activities 9,876,122,458 12,680,590,158 Cash flows from investing activities Acquisition of property, plant and equipment (257,155,379) (320,266,307) Payments towards project cost (6,594,832,184) (3,811,843,950) Net cash used in investing activities (6,851,987,563) (4,132,110,257)

Cash flows from financing activities Repayment of government loan (128,573,889) (22,360,003) Repayment of foreign loan - - Short term deposit 2,382,724,465 (2,537,590,798) Received from Bond 1,000,007,669 5,000,000,000 Loan paid to BPDB (241,600,000) (2,700,000,000) Dividend Payment (396,882,587) (330,735,490) GOB loan refund to Bangladesh bank - (5,529,297) Government loan payment for 450 MW (N) project (54,830,593) - ADB loan payment for 450 MW (N) project (1,062,378,243) - IDB loan payment for 450 MW (N) project (590,156,137) - Government loan received for 400 MW (E) project 255,000,000 60,000,000 ADB loan received for 400 MW (E) project 3,928,826,765 999,185,832 IDB loan received for 400 MW (E) project 1,409,191,732 852,388,280 GOB loan received for 1320 MW Coal Power Plant (Patuakhali) 817,039,489 - ECA loan received for 225 MW Project - 1,933,792,783 ECA Loan Payment (5,189,021,667) (4,982,055,749) Net cash from/(used in) financing activities 2,129,347,004 (1,732,904,442) Net increase in cash and cash equivalents 5,153,481,899 6,815,575,459 Opening cash and cash equivalents 12,977,352,129 6,009,276,615 Effects of exchange rate changes on cash and cash equivalents 88,362 152,500,056 Closing cash and cash equivalents 18,130,922,390 12,977,352,129

Company Secretary Executive Director (Finance) Managing Director

Director

Dhaka, Bangladesh Masih Muhith Haque & Co. Date: December 03, 2020 Chartered Accountants RSM in Bangladesh

124 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

01. Corporate information:

1.1 Legal status and background of the company: Ashuganj Power Station Company Ltd (APSCL/the Company) is registered as a private limited company with the Registrar of Joint Stock Companies and Firms (RJSCF), Dhaka vide certificate of incorporation no. 40630(2328)/2000 dated 28 June 2000 which was thereafter converted into a public limited company. Its authorized share capital has been increased from BDT 100 crores to BDT 1,500 crores through a resolution passed on 01 March 2003 and authorized capital has been increased from BDT 1,500 crores to BDT 3,000 crores through a resolution on 10th AGM held on 26 December 2010. Its paid up capital has been increased to BDT 661.40 crore by a resolution in the 142th Board Meeting held on 08 July 2012 in terms of condition of section 151 of Companies Act 1994 for issue of shares against assets and conditions of the company’s Articles of Association, clauses 11 and 17 (here considering on the basis of provisional vendor’s agreement, maximum BDT 661.40 crore can be transferred to BPDB’s paid up capital from its equity). A provisional vendor’s agreement has been signed between Bangladesh Power Development Board (BPDB) and APSCL in order to transfer all the assets and liabilities of Ashuganj Power Station Complex, Ashuganj Combined Cycle Power Plant, Ashuganj Power Plant Training Centre and Ashuganj Regional Accounting Office of BPDB to APSCL on 22 May 2003. A Provisional Power Purchase Agreement (PPPA) has also been signed on 30 May 2005 between the BPDB and APSCL. Both the agreements are with effect from 01 June 2003. Afterwards the Vendor’s Agreement has been finalizing on 19 February 2020. After the finalization of the Vendor’s Agreement additional BDT 557.26 crore has been transferred to BPDB’s paid up capital from its equity (through the resolution passed on 270th Board Meeting held on 7 July 2020). Therefore, the total paid up capital stands Tk. 1,218.76 crore. The Articles of Association of the company was amended in the 8th AGM held on 30 June 2008. After the amendments, the accounting year has been changed from Gregorian calendar year to company’s desired financial year with due permission from RJSCF vide its letter no. 4835. First amendment of PPPA has been made with effect from 15 January 2010, second amendment of PPPA between APSCL and BPDB has been made with effect from 14 January 2012, third amendment of with effect from 17 June 2015 and fourth amendment of with effect from 15 May 2018.

02. Basis of preparation and presentation of the Financial Statements:

02.1 Statement of compliances: The financial statements have been prepared in accordance with International Accounting Standards (IAS), International Financial Reporting Standards (IFRS), the Companies Act 1994, Bangladesh Securities and Exchange Commission, Rules 1987 and other applicable laws and regulations. The following International Accounting Standards and International Financial Reporting Standards applied for the preparation of the financial statements for the year under review: IAS - 1 Presentation of Financial Statements IAS - 2 Inventories IAS - 7 Statement of Cash Flows IAS - 8 Accounting Policies, Changes in Accounting Estimates and Errors IAS - 10 Events after the reporting year IAS - 12 Income Taxes IAS - 16 Property, Plant & Equipment IAS - 19 Employee Benefit IAS - 21 The Effects of Changes in Foreign Exchange Rates IAS - 23 Borrowing Costs IAS - 24 Related Party Disclosures IAS - 32 Financial Instruments: Presentation IAS - 33 Earnings per Share IAS – 37 Provisions, Contingent Liabilities and Contingent Assets. IFRS- 7 Financial Instruments: Disclosures IFRS -8 Operating Segment IFRS -9 Financial Instruments IFRS -15 Revenue from contracts with customers

ANNUAL REPORT 2019-20 125 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

IFRS-16 Leases

02.2 Other regulatory compliances: In addition to the aforesaid, the Company is also required to comply with the following in addition to the Companies Act 1994 and other applicable laws and regulations: • Bangladesh Securities and Exchange Commission Act 1993 • The Income Tax Ordinance, 1984 • The Income Tax Rules, 1984 • Value Added Tax and Supplementary Duty Act, 2012 • Value Added Tax and Supplementary Duty Rules, 2016

02.3 Date of Authorization: The Board of Directors authorized the financial statements for issue on December 03, 2020.The Board in its meeting dated December 03, 2020 recommended dividend of Tk. 0.625 per share, totaling Tk. 761,725,935.00 be paid for the year 2019- 2020. The dividend proposal is subject to shareholders’ approval at the forthcoming 20th annual general meeting.

02.4 Responsibility for Preparation and Presentation of Financial Statements: The Board of Directors is responsible for the preparation of financial statements under section 183 of the Companies Act, 1994 and as per the provision of “The Framework for the Preparation and Presentation of Financial Statements” issued by the International Accounting Standard (IAS).

02.5 Use of Estimates and Judgment: The preparation of financial statements in conformity with IASs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised if the revision affects only that year, or in the year of revision and future years if the revision affects both current and future years. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the financial statements are described in the following notes: Note 04: Property, Plant & Equipment (considering useful life of assets); Note 07: Store Material; Note 9: Accounts Receivable; Note 26: Provision for Income Tax; Note 31: Liabilities for expenses;

02.6 Measurement of the elements of financial statements: Measurement is the process of determining the monetary amounts at which the elements of the financial statements are to be recognized and carried in the statements of financial position and profit or loss and other comprehensive income. The measurement basis adopted by APSCL is historical cost except the revaluation of land. Under the historical cost, assets are recorded at the amount of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the time of their acquisition. Liabilities are recorded at the amount of proceeds received in exchange for the obligation, or in some circumstances (for example, income taxes), at the amounts of cash or cash equivalents expected to be paid to satisfy the liability in the normal course of business.

02.7 Components of these financial statements: Following are the components of these financial statements as per IAS 1: • Statement of financial position as at 30 June 2020 • Statement of profit or loss and other comprehensive income for the year ended 30 June 2020 • Statement of changes in equity for the year ended 30 June 2020 • Statement of cash flows for the year ended 30 June 2020 • Explanatory notes to the above financial statements which also describe the accounting policies adopted and followed

126 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

by the company.

02.8 Restatement of prior year’s figures: The Company has no restated balance in the financial statements FY 2019- 2020.

02.9 Basis of preparation of the financial statements: These financial statements have been prepared on accrual basis following going concern basis under historical cost convention.

02.10 Functional and presentation currency: These financial statements are presented in Bangladesh Taka (BDT), which is both functional currency and presentation currency of the company. The amounts in these financial statements have been rounded off to the nearest BDT. Thus in some cases individual balance calculation may not match with total calculation.

02.11 Reporting year: The financial year of the company covers 12 (twelve) months from 01 July 2019 to 30 June 2020 which is followed consistently.

02.12 Use of estimates and judgments: The preparation of financial statements requires management to make judgments, estimates and assumption that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed ongoing basis.

02.13 Going concern: The Directors have made an assessment of the company’s ability to continue as a going concern and they do not intend either to liquidate or to cease trading. Since, there is no material uncertainties related to events or conditions at reporting date which may cast significant doubt upon the company’s ability to continue as a going concern, the financial statements of the company are prepared on a going concern.

02.14 Accrual basis of accounting: The company prepares its financial statements, except the statement of cash flow, using the accrual basis of accounting. When the accrual basis of accounting is used, an entity recognizes items as assets, liabilities, equity, income and expenses (the elements of financial statements) when they satisfy the definitions and recognition criteria for those elements in the framework. 02.15 Materiality and aggregation: Each material class of similar items is presented separately in the financial statements. Items of a dissimilar nature or function are presented separately unless they are immaterial. 02.16 Offsetting: The entity does not offset assets and liabilities or income and expenses, unless required or permitted by any IFRSs. 02.17 Events after the reporting year: Events after the reporting date that provide additional information about the company’s position at the reporting date are reflected in the financial statements. Events after the reporting year that are non-adjusting events are disclosed in the notes when material.

03 Significant accounting policy and other material information: The accounting policies set out below have been applied consistently to all years presented in these financial statements.

03.1 Property, plant and equipment: 03.1.1 Recognition and measurement:

ANNUAL REPORT 2019-20 127 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Property, plant and equipment (PPE) and Capital works-in-progress are recorded at purchase price and any directly attributable cost in bringing the asset to working condition for its intended use. After initial recognition, an item of PPE and Capital works-in-progress is carried at cost less accumulated depreciation. Cost represents the cost of acquisition/ procurement including development expenses, all installation expenses, commissioning and other relevant expenses.

03.1.2 Capitalization of Borrowing Cost: Finance costs that are directly attributable to the construction of plants are included in the cost of those plants in compliance with IAS-23: Borrowing Cost, allowed alternative treatment. Capitalization of borrowing costs cease from the date of the report submitted by commercial test witness committee which, in accordance with Power Purchase Agreement, confirms the availability of plants for use.

03.1.3 Subsequent costs: The cost of replacing part of an item of property, plant and equipment and Capital works-in-progress is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The costs of the day to day servicing of property, plant and equipment are recognized in the profit and loss statement as incurred.

03.1.4 Maintenance activities: The company incurs maintenance costs for all of its major items of property, plant and equipment and Capital works-in- progress. Repair and maintenance costs are charged as expenses and sometimes deferred when incurred. Subsequently deferred expenses charge to the Statement of financial position over its useful life.

03.1.5 Depreciation: Depreciation on PPE has been charged applying straight line method considering the estimated life and the salvage value of the assets procured. Depreciation is charge on property plant and equipment for 6 (six) months in the year of acquisition and 6 (six) months in the year of disposal. However, depreciation for 450 MW (South and North) and 225 MW CCPP project full year depreciation charge as the from the date of commercial operation. Asset category Rate of depreciation (%) Building 1.55 - 13.33 Plant and machinery 5 - 40 Office equipment 10 - 33.33 Vehicles 12.5 Furniture and fixtures 20 Overhauling project 7.14 225 MW Combined Cycle Power Plant 4 450 MW (South) Project 4 450 MW (North) Project 4

03.1.6 Retirements and disposals: An asset is derecognized on disposal or when no future economic benefits are expected from its use and subsequent disposal. Gains or losses arising from the retirement of an asset is determined by the difference of the net disposal proceeds and the carrying amount of the asset and is recognized as gain and losses from disposal of asset under other income in the profit and loss statement. 03.2 Accounts receivable: Accounts receivable are recognized at cost which is the fair value of the consideration given for them. 03.3 Cash and cash equivalents: Cash and cash equivalents comprise cash in hand and cash at bank, which are held and available for use of the company without any restriction.

128 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

03.4 Cash flow statement: Cash flow statement is prepared according to IAS 7: “Statements of Cash Flows” under direct method. 03.5 Equity of BPDB: Shares allotment against equity of BPDB has been made. It has been presented as share capital of the company.

03.6 Status of foreign loan: Foreign loan was initially transferred from BPDB on 01 June 2003. Periodical dues of principal and interest are transferred to Debt Service Liability (DSL).

03.7 Foreign currency transactions: Foreign currency transactions are converted at the rates ruling on the dates of transactions in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”. Foreign currency monetary assets and liabilities at the balance sheet date are translated at the rate prevailing on that date. Exchange gain/(losses) arising out of the said conversion, except for those foreign currency borrowing directly attributable to the construction or acquisition of a qualifying asset, is recognized as an income/(expense) for the year.

03.8 Provisions: A provision is recognized on the balance sheet date if as a result of past events, the company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

03.9 Employee benefits: Employee’s provident fund The company has established a Contributory Provident Fund (CPF) scheme for its eligible permanent employees. The fund is wholly administered by a Board of Trustees. No part of the fund is included in the assets of the company.

03.10 Group insurance: The company has also a group insurance scheme for its permanent employees, premium for which is being charged to income statement annually as per the insurance policy.

03.11 Gratuity: The company also maintains an approved gratuity scheme for regular employees, provision for which has been made in account. Employees are entitled to gratuity benefit after completion of minimum 3 years’ service in the company but provision has been made for persons who have not completed 3 years. The gratuity is calculated on the last basic of salary and is payable at the rate of two and half months’ basic of salary for every completed year of service. As per APSCL’s gratuity policy each employee having a service length of five year or more are eligible for 100% gratuity, employee having service length between three to five year are eligible for 60 % gratuity and employee having service length less than three are not eligible for gratuity.

03.12 Revenue: Revenue has been recognized in accordance with IFRS 15: “Revenue from Contracts with Customers “ when the following conditions are met: i. The seller has transferred to the buyer the significant risks and rewards of ownership ii. The seller retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold iii. The amount of revenue can be measured reliably iv. It is probable that the economic benefits associated with the transaction will flow to the seller, and v. The costs incurred or to be incurred in respect of the transaction can be measured reliably.

ANNUAL REPORT 2019-20 129 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

03.13 Specific policies regarding the recognition of revenue are as under: Revenue has been recognized as per Power Purchase Agreement (PPA) its signed between Bangladesh Power Development Board (BPDB) and Ashuganj Power Station company Ltd (APSCL) when electricity transferred to national grid. Element of Revenue (A) Capacity Payments, (B) Energy Payments. (A) Capacity Payments: The capacity payment is fixed in nature the main elements of the capacity payments are as follows: a) Depreciation on fixed assets b) Cost of capital i.e., interest on borrowed capital c) Return on equity d) Repairs and maintenance of plant, machinery and equipment e) Salary and allowances (B) Energy Payments: Energy Payments i.e. fuel cost (gas bill) The capacity payment is fixed in nature but the energy payment is variable with volume of generation.

03.14 Finance income: Finance income comprises interest income on funds invested in FDRs, STD/SND, HPA and dividend income from UAEL shares.

03.15 Other income: This includes sale proceeds of unusable materials and others.

03.16 Finance cost: Finance cost comprises interest expense on borrowings, etc. All borrowing costs are recognized in the statement of comprehensive income using the effective interest method.

03.17 Taxation:

03.17.1 Current tax: As there will not be any estimated taxable income rather there will be estimated taxable loss in the year, the company will have to pay minimum tax under Section 82C of Income Tax Ordinance 1984: Charge of minimum tax. As per that section, every company shall, irrespective of its profits or loss in an assessment year for any reason whatsoever, including sustaining of loss, the setting off of a loss of earlier year or the claiming of allowances or deductions (including depreciation) allowed under that Ordinance, be liable to pay minimum tax at the rate of zero point six zero (0.60%) per cent of the amount representing such company’s gross receipts from all sources for that year. Current tax has been provided for accordingly. The company has a taxable loss for depreciation calculated using the 3rd schedule of Income Tax Ordinance 1984.

03.17.2 Deferred tax: Deferred tax is recognized and measured in accordance with IAS 12: Income Taxes following sheet liability method. Deferred tax liabilities are the amount of income taxes payable in the future years in respect of taxable temporary differences. Deferred tax assets are the amount of income tax recoverable in future years in respect of deductible temporary differences and unused tax losses. Deferred tax assets and liabilities are recognized for the future tax consequences of the timing difference arising between the carrying values of assets, liabilities, income and expenditure and their respective tax basis. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date. The impact of changes on the account in the deferred tax assets and liabilities has also been recognized in the profit and loss statement.

03.18 Earnings per share (EPS):

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Earnings per share has been calculated in accordance with IAS 33: “Earnings per Share”. Earnings per share has been presented on the face of the profit and loss statement as required in the said IAS. Basic and diluted EPS should be presented even if the amounts are negative i.e., a loss per share.

03.19 Basic earnings per share: Basic earnings per share is calculated by dividing profit attributable to ordinary equity holders of the company (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during the year. The denominator (number of shares) is calculated by adjusting the number of shares in issue at the beginning of the year by the number of shares issued during the year, multiplied by a time-weighting factor.

03.20 Diluted earnings per share: Dilution is reduction in earnings per share or an increase in profit per share resulting from the assumption that convertible instruments are converted, that options or warrants are exercised, or that ordinary shares are issued upon the satisfaction of specified conditions. Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential ordinary shares.

03.21 Financial instruments: As per IFRS 7 “Financial Instruments: Disclosures” all financial instruments are presented in a way so that users are enabled to evaluate the significance and nature and extent of risks arising from financial instruments to which the entity is exposed during the year and how the entity manages those risks.

03.22 Investment in fixed deposits: Investment in fixed deposits is shown in the financial statements at its cost and interest income is recognized quarterly.

03.23 Cash and cash equivalents: Cash and cash equivalents include cash in hand, balance and deposits with financial institutions that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

03.24 Advances: Advances with no stated interest are measured at the original amount if the effect of discounting is immaterial.

03.25 Contribution to worker’s profit participation fund: This is required to be made in terms of section 234(1)(b) of Bangladesh Labor Act 2006 (as amended in 2013) 5% of the net profit of each year, not later than nine (9) months from the close of that year, is required to be transferred to the fund, the proportion of the payment to the participation fund, welfare fund and labor welfare foundation fund being 80:10:10. Of the 80% being transferred to the participation fund, two-third has to be distributed in equal proportions to all the members (beneficiary) of the fund in cash and one-third has to be invested in accordance with the manner as stated in section 242 of that Act. The Company makes provision @ 5% of its net profit as a contribution to worker’s profit participation fund before tax and charging such expense in accordance with The Bangladesh Labor Act 2006 (as amended in 2013).

03.26 Finance lease: The company has leased out 6.42 acres of land to United Ashuganj Energy Ltd (UAEL) vide agreement dated 17 October 2013, which is part of the 16.43 acres’ land allotted to APSCL by Bangladesh Railway vide agreement dated 19 September 2013. This lease has been classified and accounted for as a finance lease in accordance with IFRS 16” Leases”. Advance land lease rent has initially been recognized at an amount equal to net investment in the lease and presented as a liability. Income from lease rent amortization shall recognize equally over the lease year, ie,15 years.

03.27 Expenses: The definition of expenses encompasses losses as well as those expenses that arise in the course of the ordinary activities

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

of the entity. Expenses that arise in the course of the ordinary activities of the entity include, for example, direct costs, wages and depreciation. They usually take the form of an outflow or depletion of assets such as cash and cash equivalents, inventory, property, plant and equipment. Losses represent other items that meet the definition of expenses and may, or may not, arise in the course of the ordinary activities of the entity. Losses represent decreases in economic benefits and as such they are no different in nature from other expenses. Hence, they are not regarded as a separate element in this conceptual framework.

03.28 Significant contract: Power purchase agreement The company has entered into a PPA with BPDB, whereby BPDB agrees to purchase all net electricity outputs of the facility. BPDB is also required to provide natural gas to the facility sufficient to meet the full requirements of the facility. The PPA can be extended during the final twelve months of its term upon mutual agreement of the company and BPDB. The company delivers electricity only as requested by BPDB. The price paid by BPDB for electricity comprises a fuel cost recovery tariff and an operations and maintenance tariff. The operations and maintenance tariff is structured to cover the operating, administration and general expenses ofthe company, as well as to provide a return on equity to the shareholders. The operations and maintenance tariff depends on the number of kilowatt-hours of electricity delivered. The company has recognized revenue of BDT 24,353,002,096 during the year ended 30 June 2020 and BDT 23,049,896,486 during the year ended 30 June 2019 under this agreement.

03.29 Related party disclosure: As per International Accounting Standard (IAS -24) the parties are considered to be related if one of the party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. The company carried out transactions in the ordinary course of business on an arm’s length basis with its related parties.

3.30 Information of company loan

3.30.1 Subordinated loan – debt service liability (See note 17) Financed by Inherited from BPDB Loan type Subordinated loan Rate of interest Interest free Repayment schedule N/A Sanctioned amount BDT 10,252,300,000

3.30.2 Government loans (see note 18) 450 MW (North) (see note 18) Financed by Government of Bangladesh Loan agreement between Government of Bangladesh and Ashuganj Power Station Company Limited Loan agreement no. 20.812.006.02.00.053.2011.103 Loan agreement date 15 November 2011 Loan type Long term loan Loan sanction date 01 November 2011 Purpose of loan Construction of Ashugang 450 MW Combined Cycle Power Plant (North) Sanctioned amount BDT 3,527,166,000 Rate of interest 3% per annum Repayment year 20 years including grace year of 5 years in 20 annual consecutive installments Security type None Repayment schedule Details are given in Annexure-17

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Overhauling unit # 3, 4 & 5 (see note 18) Financed by Government of Bangladesh Loan agreement between The loan was inherited from BPDB Loan type Long term loan Purpose of loan Rehabilitation / Modernization of Ashuganj Power Station Complex (Units 3, 4 and 5) Sanctioned amount BDT 2,983,828,144 Rate of interest 3% per annum Repayment year None Security type None

3.30.3 Bangladesh Power Development Board (BPDB) loans (see note 19) Financed by BPDB Loan agreement between None. However financing was resolved through minutes of board meeting Loan agreement date 29 March 2016, 18 April 2016 and 15 May 2016, 26 September 2016 and 16 December 2016, 02 May 2017 Loan type Long term loan Loan sanction date 29 March 2016, 18 April 2016 and 15 May 2016 Purpose of loan Debt Service Reserve Account (DSRA) and Debt Service Accrual Account (DSAA) Funding, Funding DSA Debt Service Account 225 MW Plant ECA Loan, Payment of DAB (Dispute Adjudication Board) Sanctioned amount BDT 328 crore, BDT 130 crore, BDT 96.16 crore Rate of interest 3% per annum Repayment schedule None

3.30.4 Foreign loans (see note 20) Overhauling unit # 3, 4 and 5 (see note 20) Financed by Kreditenstalt Fur Wiederaufbau (KFW) Loan agreement between Ashuganj Power Station Company Limited and Government of Bangladesh Loan agreement date 13 March 2005 Loan type Long term loan Loan sanction date 13 March 2005 Purpose of loan Modernization of Ashuganj Power Station Complex (Units3, 4 and 5) Sanctioned amount BDT 930,286,856 Rate of interest 8% per annum Repayment year 18 years including a grace year of 3 years in 15 annual consecutive installments Security type None Repayment schedule Details are given in Annexure 18 A

ADB loan (450 MW - North) (see note 20) Financed by Asian Development Bank Loan agreement between Government of Bangladesh and Ashuganj Power Station Company Limited Loan agreement no 2769-BAN Loan agreement date 29 July 2012 Loan type Long term loan Loan sanction date 04 January 2012 Purpose of loan Power system efficiency improvement project - Ashuganj 450MW CCPP (North) construction project Sanctioned amount US$ 228,000,000 Rate of interest 4% per annum Repayment year 20 years including grace year of 5 years in 30 semi-annual consecutive installments Security type N/A Repayment schedule Details are given in Annexure 18 B

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

IDB loan (450 MW - North) (see note 20) Financed by Islamic Development Bank Loan agreement between Government of Bangladesh and Ashuganj Power Station Company Limited Loan agreement no BD-0163 Loan agreement date 14-Feb-13 Loan type Long term loan Loan sanction date 14 July 2012 Purpose of loan Power system efficiency improvement project - Ashuganj 450MW CCPP (North) construction project Sanctioned amount US$ 200,000,000 Rate of interest 4% per annum Repayment year 20 years including grace year of 5 years in 30 semi-annual consecutive installments Security type N/A Repayment schedule Details are given in Annexure 19

3.30.5 Export Credit Agency (ECA) (see note 21) 450 MW (South) Project (see note 21): CESCE facility Financed by CESCE facility with HSBC being the coordinating arranger of the facility Loan agreement between CESCE lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 450MW CCGT (South) Power Plant Loan agreement date 20 December 2012 Loan sanction date 20 December 2012 Sanctioned amount US$ 60,000,000 Rate of interest LIBOR+ Margin 4.5% (Original) Revised interest rate LIBOR+ Margin 3% LIBOR 2.98% fixed (hedged) with flexi-start interest rate swap feature included Repayment year Repayment starts from the date falling six months after the final completion date of the project or the date falling 36 months after the original signing date of the agreement (the starting point of credit), whichever is earlier, in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 20 A HERMES facility Financed by HERMES facility with HSBC being the coordinating arranger of the facility Loan agreement between HERMES lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 450MW CCGT (South) Power Plant Loan agreement date 20 December 2012 Loan sanction date 20 December 2012 Sanctioned amount US$ 101,000,000 Rate of interest (Commercial interest reference rate 2.08%+ Commercial interest reference rate surcharge 0.85%) = 2.93% LIBOR None Repayment year Repayment starts from the date falling six months after the final completion date of the project or the date falling 36 months after the original signing date of the agreement (the starting point of credit), whichever is earlier, in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 20 B

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Multilateral Investment Guarantee Agency (MIGA) facility Financed by MIGA (Commercial Tranche A + Commercial Tranche B) facility with HSBC being the coordinating arranger of the facility Loan agreement between MIGA lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 450MW CCGT (South) Power Plant Loan agreement date 20 December 2012 Loan sanction date 20 December 2012 Sanctioned amount US$ 184,000,000 Rate of interest LIBOR + Margin 2.50% LIBOR 2.98% fixed (hedged) with flexi-start interest rate swap feature included Repayment year Repayment starts from the date falling six months after the final completion date of the project or the date falling 36 months after the original signing date of the agreement (the starting point of credit), whichever is earlier, in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 20 C

ONDD facility Financed by ONDD facility with HSBC being the coordinating arranger of the facility Loan agreement between ONDD lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 450MW CCGT (South) Power Plant Loan agreement date 20 December 2012 Loan sanction date 20 December 2012 Sanctioned amount US$ 75,000,000 Rate of interest LIBOR + Margin 2.20% LIBOR 2.98% fixed (hedged) with flexi start interest rate swap feature included Repayment year Repayment starts from the date falling six months after the final completion date of the project or the date falling 36 months after the original signing date of the agreement (the starting point of credit), whichever is earlier, in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 20 D

225 MW Project (See note 21):

HERMES facility Financed by HERMES facility with Standard Chartered Bank and Korea Finance Corporation being the coordinating arrangers of the facility Loan agreement between HERMES lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 225MW CCGT Power Plant Loan agreement date 30 December 2012 Loan sanction date 30 December 2012 Sanctioned amount US$ 69,101,844 Rate of interest LIBOR + Margin 2.20% + Mandatory cost (if any) LIBOR 3.69% (5.89%-2.2%) fixed (hedge) Repayment year Repayment starts from the date falling 5 working days after the final completion date of the project or the date falling 30 months after the financial close (the starting point of credit), whichever is earlier, in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 21 A

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

K-sure facility Financed by K-sure facility with Standard Chartered Bank and Korea Finance Corporation being the coordinating arrangers of the facility Loan agreement between K-sure lenders and Ashuganj Power Station Company Limited Loan type Long term loan Purpose of loan Installation of Ashuganj 225MW CCGT Plant Loan agreement date 30 December 2012 Loan sanction date 30 December 2012 Sanctioned amount US$ 123,842,140 Rate of interest LIBOR + Margin 2.7% + Mandatory cost (if any) LIBOR 3.69% (6.39%-2.7%) fixed (hedged) Repayment year Repayment starts from the date falling 5 working days after the final completion date of the project or the date falling 30 months after the financial close (the starting point of credit), whichever is earlier in 20 instalments, due in every six months Security type Sovereign guarantee Repayment schedule Details are given in Annexure 21 B

3.31 Power plant status Current project:

3.31.1 Unit - 3, 4, 5 Name of the project Unit - 3, 4, 5 Location Ashuganj, Brahmanbaria-3402 Capacity 128MW ,137MW, 129MW Commercial operation date 17 December 1986, 04 May 1987, 21 March 1988 Finance by Inherited from BPDB through Provisional Vendor’s Agreement Fuel type Natural gas

3.31.2 50 MW plant Name of the project 50MW GE Location Ashuganj, Brahmanbaria-3402 Capacity 45MW Commercial operation date 17 March 2012 Finance by APSCL own fund Fuel type Natural gas

3.31.3 225MW CCPP project Name of the project Ashuganj 225MW CCPP Project Location Ashuganj, Brahmanbaria-3402 Capacity 223MW Commercial operation date Simple cycle: 27 April 2015, combined cycle: 10 December 2015 Finance by ECA Financing and APSCL own fund Fuel Type Natural gas

3.31.4 450MW CCPP (South) project Name of the project Ashuganj 450MW CCPP (South) Project Location Ashuganj, Brahmanbaria-3402 Capacity 383MW Commercial operation date Combined cycle: 22 July, 2016 Finance by ECA financing and APSCL own fund Fuel type Natural gas

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

3.31.5 450MW CCPP (North) project Name of the project Ashuganj 450MW CCPP (North) Project Location Ashuganj, Brahmanbaria-3402 Capacity 386MW Commercial operation date Simple Cycle: 14 February 2017, Combined cycle: 11 June, 2017 Finance by ADB, IDB , GoB and APSCL own fund Fuel type Natural gas

Upcoming project :

3.31.6 Ashuganj 400 (± 5%) MW Combined Cycle Power Plant (East) Name of the project Ashuganj 400 (±5%) MW Combined Cycle Power Plant (East) Location Ashuganj, Brahmanbaria-3402 Net Capacity in MW 420 MW Date of Commencement 16 July 2018 Commercial operation date 31 December 2020 (Simple Cycle), 29 June 2021 (Combined Cycle) Finance by ADB, IDB , GoB and APSCL own fund Fuel type Natural gas Estimated cost BDT 2,931.36 Crore

3.31.7 Patuakhali 1320 MW Super Thermal Power Plant Project Name of the project Land Acquisition, Land Development and Protection for Patuakhali 1320 MW Super Thermal Power Plant Project

Project Location Debpur, Dhankhali, Patchjunia & Chalitabunia Mouza of Kalapara Upzilla Under Patuakhali District. Capacity in MW 1320 MW Date of Commencement: 1st January, 2018 Date of Completion 30 June, 2021 Finance by GoB and APSCL own fund Fuel type Coal Estimated Cost of the Project: BDT. 81,951.46 Lac

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

4.00 Property, plant and equipment : Tk. 82,707,333,652 Cost Opening balance 109,906,958,747 35,305,899,804 Add: Addition during the year 257,155,379 320,266,307 Add: Transfer from Capital Work in Progress - 74,280,792,636 Less: GT-1, GT-2 and ST plant disposal (cost value adjustment) (3,880,000,000) Closing balance 106,284,114,126 109,906,958,747

Accumulated depreciation Opening balance 22,055,538,085 20,146,077,585 Add: Charge for the year 5,013,242,389 1,909,460,500 Less: Depreciation adjustment of GT-1, GT-2 and ST plant (3,492,000,000) -

Closing balance 23,576,780,474 22,055,538,085 Written down value at 30 June 2020 Schedule- A 82,707,333,652 87,851,420,662

5.00 Investment in UAEL : Tk. 304,050,000 304,050,000 304,050,000

Due to unavailability of market data & other relevant information APSCL has measured the equity investment in UAEL at cost price instead of fair value as required by IFRS-9. Reasons are given below: 1. Since UAEL is not a listed entity therefore quoted price in active markets for shares of UAEL is not available. 2. Though quoted prices for similar type of assets in active markets are available, but due to differences in business model, tariff rate, fuel type, generation capacity, shareholding position, business nature, consumer type and many other aspects, these types of assets are not fully comparable with UAEL. 3. Lastly, no other unobservable inputs are available in order to determine fair value of investment in share of UAEL. Thus, management has presented the investment in share of UAEL at cost price as cost is the appropriate estimate of fair value.

6.00 Capital works-in-progress : Tk. 9,273,004,014 225 MW Combined Cycle Power Plant 6.01 - - 450 MW (South) Project 6.02 - - 450 MW (North) Project 6.03 - - 200 MW Modular Project 6.04 - - 400 MW (East) Project 6.05 8,383,866,492 2,264,746,058 Patuakhali 1320 MW Super Thermal Power Plant Project 6.06 855,539,968 25,425,771 3*600 MW CCPP Plant 6.07 33,597,554 - 9,273,004,014 2,290,171,829

APSCL is going to implement new power plants 400 MW (East) Project and Patuakhali 1320 MW Super Thermal Power Plant Project. All costs in such projects are shown as capital works-in-progress.

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

6.01 225 MW Combined Cycle Power Plant : Tk. 0 Cost value: Opening Balance - 18,337,617,842 Add: Addition during this year - 1,516,678,509 Closing balance - 19,854,296,351

Accumulated depreciation Opening Balance - 2,981,626,492 Add: Addition during this year - 759,349,097 Closing balance - 3,740,975,589 - 16,113,320,762 Less: transferred to property, plant and equipment - (16,113,320,762) Closing balance as at June 30, 2020 - -

6.02 450 MW (South) Project : Tk. 0 Cost value: Opening Balance - 36,463,934,285 Add: Addition during this year - - Closing balance - 36,463,934,285

Accumulated depreciation Opening Balance - 2,400,844,369 Add: Addition during this year - 1,389,883,063 Closing balance - 3,790,727,432 - 32,673,206,853 Less: transferred to property, plant and equipment - (32,673,206,853) Closing balance as at June 30, 2020 - -

6.03 450 MW (North) Project : Tk. 0 Cost value: Opening Balance - 26,527,920,504 Add: Addition during this year - 49,390,910 Closing balance - 26,577,311,414 Accumulated depreciation Opening Balance - 1,006,110,333 Add: Addition during this year - 1,004,449,824 Closing balance - 2,010,560,157 - 24,566,751,257 Less: transferred to property, plant and equipment - (24,566,751,257) Closing balance as at June 30, 2020 - -

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

6.04 200 MW Modular Project: Tk. 0 Cost value: Opening Balance - 168,164,667 Add: Addition during this year - - Closing balance - 168,164,667 Accumulated depreciation Opening Balance - - Add: Addition during this year - - Closing balance - - - 168,164,667 Less: transferred to property, plant and equipment - (168,164,667) Closing balance as at June 30, 2020 - -

6.05 400 MW (East) Project : Tk. 8,383,866,492 Opening balance 2,264,746,058 36,755,472 Add: Addition during the year 6,119,120,434 2,227,990,586 Closing balance as at June 30, 2020 Annexure-1/A 8,383,866,492 2,264,746,058

6.06 Patuakhali 1320 MW Super Thermal Power Plant Project : Tk. 855,539,968 Opening balance 25,425,771 7,641,826 Add: Addition during the year 830,114,197 17,783,945 Closing balance as at June 30, 2020 Annexure-1/B 855,539,968 25,425,771

6.07 3*600 MW CCPP Plant : Tk. 33,597,554 Opening balance - - Add: Addition during the year 33,597,554 - Closing balance as at June 30, 2020 Annexure-1/C 33,597,554 -

7.00 Store Materials : Tk. 4,623,219,995 In stores 7.01 4,268,143,984 2,179,379,011 In-transit 7.02 355,076,012 142,140,717 4,623,219,995 2,321,519,732

7.01 In stores (*) : Tk. 4,268,143,984 Opening balance 2,179,379,011 2,025,834,618 Add: Purchase during the year 2,885,838,166 1,036,289,705 Add: Prior Purchase - 354,145,890 5,065,217,177 3,416,270,213 Less: Consumption during the year (797,073,193) (882,745,312) Less: Prior consumption - (354,145,890)

Closing balance 4,268,143,984 2,179,379,011

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

7.02 In-transit (*) : Tk. 355,076,012 Opening balance 142,140,716 262,539,507 Add: Addition during the year 964,765,987 574,034,744 1,106,906,703 836,574,251 Less: Transfer to in store (751,830,691) (694,433,535) Closing balance 355,076,012 142,140,716 The above amount represents the cost of spare parts and other materials namely, equipment’s, accessories of electrical items and other materials necessary for generation of power including goods in transit which comprise customs duty and VAT deducted at source at the time of import.

8.00 Advances, deposits and pre-payments : Tk. 654,706,450 A. Advances Advance Income tax 8.01 172,877,940 60,775,668 Temporary advance 29,440,220 29,478,331 Advance to Agrodoot Bangladesh Scouts 120,000 120,000 Mobilization Payment LTP (10 yrs.) 441,018,261 655,494,269 Advance to ABB Ltd. - 174,061 Advance for Dhaka Office 166,670 - Advance office rent (Patuakhali) 90,000 234,000 643,713,091 746,276,329 B. Deposits Titas Gas T & D Ltd (security deposit) 635,485 635,485 Bank Guarantee to Commissioner to Customs House, Dhaka - 848,506 Bank Guarantee to Commissioner to Customs House, Chittagong - 11,637,837 BG, The Chief Controller of Import & Export, Gov. bd - 5,708,515 Security Deposit (CDBL) 500,000 - BG, The Commissioner of Customs, Benapole - 5,708,516 BG, The Commissioner of Customs, Dhaka 9,757,874 - Security Deposit (Dhaka office) - 300,000 Trust Filling Station (Dhaka) 100,000 100,000 10,993,360 24,938,859 Total Advances, deposits and pre-payments: 654,706,450 771,215,188 8.01 Advance Income tax : Tk. 172,877,940 Opening balance 60,775,668 72,563,651 Add: TDS refund adjustment 230,011 - Adjusted opening balance 61,005,679 72,563,651 Addition during the year : Income tax deducted at source on bank interest 68,479,490 17,651,808 Income tax deducted at source on Dividend income 28,887,600 - Advance Company Income Tax - 15,000,000 Income Tax deducted as Import Stage 75,740,861 28,353,871 234,113,630 133,569,330 Less: Adjustments during the year (61,005,679) (72,793,662) Less: TDS refund adjustment (230,011) - Closing balance 172,877,940 60,775,668

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

9.00 Accounts and other receivable : Tk. 4,442,015,408 Accounts receivable from BPDB 9.01 4,301,643,819 5,298,979,045 Other receivable 9.02 140,371,589 220,900,092 4,442,015,408 5,519,879,137

9.01 Accounts receivable from BPDB : Tk. 4,301,643,819 Opening balance 5,298,979,045 6,987,798,308 Add: Electricity sales to BPDB during the year 24,353,002,096 23,049,896,486 Add: Previous year adjustment 79,525,226 - Add: Debt service liability due 9.01.1 - - 29,731,506,367 30,037,694,794 Less: Fuel cost paid by BPDB (1,227,604,519) (1,861,309,266) Cash collection during the year (23,428,068,470) (20,059,906,483) Loan adjustment (774,189,559) (2,817,500,000) Closing balance 4,301,643,819 5,298,979,045

9.01.1 Debt service liability due: Tk. 0 DSL against government loan 9.01.A 2,627,565,651 2,452,241,383 DSL against foreign loan 9.01.B 8,329,822,896 8,288,147,164 10,957,388,547 10,740,388,547 Less: Adjusted DSL 5,382,751,228 5,165,751,228 5,574,637,320 5,574,637,320 Less: Opening balance 5,574,637,320 5,574,637,320 Closing balance - -

9.01.A DSL against government loan: Tk. 2,627,565,651 Opening balance 2,452,241,383 2,381,733,040 Add: Principal due during the period 128,573,890 22,360,003 Interest accrued during the period 46,750,378 48,148,340 Closing balance 2,627,565,651 2,452,241,383 Break-up of the above figure Principal 1,849,117,759 1,720,543,869 Interest 778,447,892 731,697,514 2,627,565,651 2,452,241,383

9.01.B DSL against government loan: Tk. 8,329,822,896 Opening balance 8,288,147,164 8,241,155,508 Add: Principal due during the period - - Interest accrued during the period 41,675,732 46,991,656 Closing balance 8,329,822,896 8,288,147,164 Break-up of the above figure Principal 4,632,291,143 4,632,291,143 Interest 3,505,661,036 3,463,985,304 Foreign currency fluctuation loss 191,870,717 191,870,717 8,329,822,896 8,288,147,164

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NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

9.02 Other receivables : Tk. 140,371,589 Accrued interest on FDR 37,808,230 43,214,421 Operational insurance premium (450 MW-North) 100,788,329 87,246,915 Operational insurance premium (225 MW) - 79,525,207 Receivable from Employees - 10,913,549 Receivable from CPF fund (forfeiture account) 1,775,029 - 140,371,589 220,900,092

10.00 Short Term Deposit : Tk. 154,866,334 Short term Fixed Deposit Annexure-2 154,866,334 2,537,590,798 154,866,334 2,537,590,797

11.00 Cash and cash equivalents : Tk. 18,130,922,390 Cash in hand - - Cash at bank Annexure-3 14,950,250,900 12,317,046,605 Fixed Deposit Account (FDR) Annexure-4 3,028,083,071 507,805,469 Cash and cash equivalents as previously reported 17,978,333,971 12,824,852,074 Effects of exchange rate changes on cash and cash equivalents 152,588,419 152,500,056 Closing balance: 18,130,922,390 12,977,352,129

12.00 Share capital : 12,187,614,964 Authorized capital 5,000,000,000 ordinary shares of BDT 10 each 50,000,000,000 30,000,000,000 Issued, subscribed and paid-up capital 1,218,761,496 ordinary shares of BDT 10 each & previous year BDT 100 each 12,187,614,964 6,615,000,000 Shareholding position: Name of shareholder/representative No. of shares No. of shares Bangladesh Power Development Board (BPDB), Chairman 1,218,732,456 661,470,960 Bangladesh Power Development Board (BPDB), Member (Generation) 10 10 Bangladesh Power Development Board (BPDB), Member ( Planning and Development) 10 10 Power Division - Secretary, MOPEMR 19,000 19,000 Energy and Mineral Resources Division - Secretary, MOPEMR 10 10 Finance Division - Secretary, Ministry of Finance 10,000 10,000 Planning Division - Secretary, Ministry of Planning 10 10 Total number of shares 1,218,761,496 661,500,000

13.00 Equity of BPDB : Tk. 0 Equity of BPDB Annexure-5 - 5,572,614,964

14.00 Equity of Government: Tk. 1,233,688,485 Total Government loan of 450MV (North) 2,079,463,456 2,079,463,456 Transferred to Government Equity (60%) 1,247,678,074 1,247,678,074 Less: adjustment after finalization of actual loan (13,989,589) - 1,233,688,485 1,247,678,074

ANNUAL REPORT 2019-20 143 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

15.00 Direct grant : Tk. 344,182,000 344,182,000 344,182,000

An amount of BDT 344,182,000 was received as grant from Kreditenstalt Fur Wiederaufbau (KFW) in the year 2011. This was initially classified as “Foreign Loan” but as per instruction of PCR, this grant has to be shown as equity of the company after finalization of Projects Completion Report (PCR). The PCR was finalized in November 2013, following which the said amount has been reclassified as equity for the financial year 2013-14. However, no shares were allotted against the said amount.

16.00 Retained earnings : Tk. 9,742,291,497 Opening balance 8,137,146,691 4,420,263,013 Add: Profit for the year 2,514,030,070 4,047,633,678 10,651,176,761 8,467,896,691 Less: Dividend paid (396,900,000) 330,750,000 Less: Prior year adjustment( foreign exchange gain or loss for 450 MW north plant) (338,367,079) - Add: Adjustment (Government loan for 450MW north plant) 23,315,982 - Add: Prior year store and mobilization adjustment 414,784,056 - Add: Prior year deferred tax adjustment (611,718,223) - Closing balance 9,742,291,497 8,137,146,691

17.00 Subordinated loan- debt service liabilities : Tk. 10,252,300,000 Transferred from BPDB 10,252,300,000 10,252,300,000 10,252,300,000 10,252,300,000 Debt service liabilities (DSL) arises from debt service liability in accordance of provisional vendor’s agreement and subsequently it will converted to Equity of BPDB which is under process. It was treated as non-current liabilities in the statement of financial position of APSCL and now it will be treated as subordinated loan and shown as separately instead of non- current liabilities as per letter reference no. 2513/BOB/(SOCI)/unnoyn-01/85 dated 27 November 2012 of BPDB.

18.00 Government loan : Tk. 2,850,427,627 450 MW (North) Annexure-6 707,268,504 771,425,489 Overhauling unit # 3, 4 & 5 1,011,119,634 1,482,584,668 400 MW (East) 315,000,000 60,000,000 1320 MW Coal Power Plant (Patuakhali) 817,039,489 - 2,850,427,627 2,314,010,157 19.00 Loan from BPDB: Tk. 0 Opening balance - 541,600,000 Add: Addition interest expense - 2,400,000,000 - 2,941,600,000 Less: Repayment during third year - (2,700,000,000) Less: Current portion - (241,600,000) - -

20.00 Foreign loan : Tk. 28,835,088,505 Overhauling unit # 3, 4 and 5 Annexure-7 124,038,244 587,395,712 ADB loan(450 MW - north) 13,827,710,807 14,522,322,385 IDB loan(450 MW - north) 7,683,526,341 8,220,162,589 ADB loan(400 MW - east) 4,930,843,674 999,185,832 IDB loan(400 MW - east) 2,268,969,439 852,388,280 28,835,088,505 25,181,454,798

144 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

21.00 Export credit agency (ECA) loan : Tk. 23,380,107,659 450 MW (South) Project Annexure-8 15,768,303,996 19,179,691,442 225 MW Project 7,611,803,663 9,150,919,277 23,380,107,659 28,330,610,719 22.00 Bond payable : Tk. 6,000,007,669 Total bond payable Annexure-9 6,000,007,669 5,000,000,000

23.00 Deferred tax : Tk. 9,014,460,957 Deferred tax amount Annexure-10 9,014,460,957 6,839,249,561

24.00 Advance land lease rent UAEL : Tk. 202,700,000 Opening balance 222,970,000 243,240,000 Add: Addition during the year - - 222,970,000 243,240,000 Less: Adjustment during the year 20,270,000 20,270,000 Closing balance 202,700,000 222,970,000

APSCL received from United Ashuganj Energy Limited (UAEL) BDT 304,050,000 against upfront lease rent of demised premises of 6.42 acres of land for 15 years. BDT 304,050,000 is to be amortized within the lease year, i.e, 15 years. Yearly amortization of the land lease rent is BDT 20,270,000. 25.00 Deferred- liabilities for gratuity : Tk. 674,327,199 Opening balance 559,024,365 320,304,670 Add: Provision made during the year 150,302,834 263,719,695 709,327,199 584,024,365 Less: Payment made during the year 35,000,000 25,000,000 Closing balance 674,327,199 559,024,365

26.00 Provision for income tax : Tk. 1,081,495,140 Opening balance 1,070,361,169 1,063,541,998 Add: Provision made during the year 26.01 151,670,218 140,536,247 1,222,031,387 1,204,078,245 Less: Adjustment with AIT/payment during the year 140,536,247 133,717,076 Closing balance 1,081,495,140 1,070,361,169

26.01 This comprises of as under: Minimum corporate income tax of BDT 151,670,218 which is calculated in accordance with section 82 C of Income Tax Ordinance 1984 as imposed by the Finance Act 2017. Calculation of minimum tax : Tk. 151,670,218 Revenue 24,353,002,096 23,049,896,486 Other operating income 100,917,192 164,576,831 Finance income 824,450,315 208,234,554 Gross receipts 25,278,369,603 23,422,707,871 Minimum tax @ 0.60% on gross receipts of 151,670,218 140,536,247

ANNUAL REPORT 2019-20 145 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure June 30, 2020 June 30, 2019

27.00 Current portion of Loan : Tk. 7,852,467,122 Total Current portion of Loan Annexure-11 7,852,467,122 7,258,407,928

28.00 Current portion of advance land lease rent UAEL : Tk. 20,270,000

Current portion of advance land lease rent UAEL 20,270,000 20,270,000

APSCL received from United Ashuganj Energy Limited (UAEL) BDT 304,050,000 against upfront lease rent of demised premises of 6.42 acres of land for 15 years. BDT 304,050,000 is to be amortized within the lease year, i.e, 15 years. Yearly amortization of the land lease rent is BDT 20,270,000.

29.00 Liabilities for interest expense : Tk. 3,572,306,214

Total Liabilities for interest expense Annexure-12 3,572,306,214 3,255,156,858

30.00 Trade payable : Tk. 2,330,800,709 Total Fuel cost payable Annexure-13 A 2,115,325,348 1,610,739,850 Other Accounts payable Annexure-13 B 215,475,361 47,036,048 2,330,800,709 1,657,775,898

31.00 Liabilities for expenses : Tk. 504,122,824 Provision for uncollectable receivable 183,793,917 183,793,917 Withholding taxes 113,626,931 97,671,000 VAT payable 144,707,251 122,255,769 Security deposit (contractors and suppliers) 11,697,067 1,214,280 School fund 13,669,570 7,087,635 Overtime expense payable 9,328,091 8,871,687 Provision for audit fees 260,000 230,000 Elegant builders payable 104,576 104,576 Income tax consultancy fee payable 60,000 60,000 Provision for physical inventory verification 50,000 50,000 Provision for KPI/APA Bonus 26,777,538 - Dividend payable 47,883 30,471 504,122,824 421,369,335

32.00 Worker’s profit participation fund : Tk. 211,459,673 Total Worker’s profit participation fund Annexure-14 211,459,673 273,616,957

33.00 Revenue (Sales) : Tk. 24,353,002,096 Capacity payment Annexure-15/A 15,582,060,431 16,414,242,624 Energy payment (O & M price) Annexure-15/B 2,083,185,473 1,968,577,060 Energy payment (fuel price) Annexure-15/C 6,399,325,761 4,441,557,714 Adjustment consumer price index 33.01 288,430,431 225,519,088 24,353,002,096 23,049,896,486

146 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

The entire sales of the company are made to Bangladesh Power Development Board and recognized on the basis of Power Purchase agreement with BPDB for various segments of the performance of the said contract, like, capacity payment, energy payment, etc.

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

33.01 Adjustment consumer price index: Tk. 288,430,431 Adjustment consumer price index (450 MW -S) Plant 125,495,413 108,585,582 Adjustment consumer price index (450 MW -N) Plant 93,578,225 60,308,516 Adjustment consumer price index (225 MW ) Plant 69,356,793 56,624,990 288,430,431 225,519,088

34.00 Cost of sales : Tk. 14,147,614,376 Fuel cost - gas and diesel Annexure-16 7,848,078,906 5,938,068,274 Repair and maintenance 34.01 1,350,692,136 1,319,845,387 Depreciation on plant and machinery Schedule- A/1 4,341,806,548 1,228,602,501 Depreciation on overhauling Schedule- A/1 607,036,786 607,036,786 Depreciation on project cost - 3,153,681,984 14,147,614,376 12,247,234,932

34.01 Repair and maintenance : Tk. 1,350,692,136 Chemical and gas consumption 17,694,777 26,816,057 Lube oil, grease, Vaseline etc. 34,399,058 25,012,700 Spare parts 301,500,046 374,160,490 Repair and maintenance of plant and machinery 997,098,255 893,856,140 1,350,692,136 1,319,845,387

35.00 Other operating Income : Tk. 100,917,192 Sale of scraps 1,329,749 61,523,936 Forfeited of pay order 190,000 712,948 House rent 66,281,019 71,614,918 Received electricity bill from house rent 345,334 1,474,731 Income from lease rent amortization 20,270,000 20,270,000 Income from recruitment 458,850 3,750,660 Income from power plant training center 155,500 98,600 Sale of hydrogen gas - 43,190 Sale of tender documents 795,500 1,592,005 Miscellaneous income 9,316,211 3,495,843 Income from forfeiture account of CPF fund 1,775,029 - 100,917,192 164,576,831

ANNUAL REPORT 2019-20 147 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

36.00 Personnel expenses : Tk. 1,273,058,412 Salary and allowances (executive directors) 12,384,408 12,764,237 Salary and allowances (workers) 353,897,498 340,232,382 Salary and allowances (officers) 360,663,951 354,988,727 KPI bonus 31,430,235 - Overtime allowance 49,247,814 47,857,489 Employer’s contribution to CPF 47,219,693 40,717,522 Festival allowances (workers) 31,559,662 30,742,400 Leave encashment 43,238,626 40,170,010 Domestic gas and electricity for employees 32,387,767 23,450,180 Festival allowances (officers) 36,897,592 35,937,843 Salaries (casual employees) 45,303,590 40,293,768 Uniform and liveries 2,483,100 6,129,280 Education allowance 5,454,094 5,483,685 Conveyance 28,253,259 28,710,358 Bangla new year allowance 7,294,930 7,129,072 Group insurance premium 6,033,342 7,750,449 Employees welfare and recreation expenses 2,970,953 2,788,617 Festival allowances (casual employees) 5,831,190 5,628,460 Gratuity 36.01 152,067,375 265,278,615 Festival allowances (executive directors) 1,343,515 1,365,973 Medical expenses re-imbrued 17,095,818 17,694,396 1,273,058,412 1,315,113,463 36.01 Gratuity : Tk. 152,067,375 Gratuity (executive directors) 7,529,518 7,139,047 Gratuity (officers) 73,641,044 120,295,452 Gratuity (worker) 69,132,273 136,285,196 Gratuity (casual employees) 1,764,540 1,558,920 152,067,375 265,278,615 37.00 Office and Other Expenses : Tk. 164,026,042 Director’s honorarium 2,000,000 2,144,000 Board meeting expenses 835,812 804,948 Committee meeting expenses 2,983,764 4,132,332 AGM and EGM expenses 5,336,513 5,957,534 Audit fee 262,818 230,000 Hospitalization benefit 216,962 137,654 Legal expenses 1,874,211 16,379,325 Advertising and procurement processing expenses 9,214,201 13,327,851 Recruitment and appointment affairs expenses 6,873,395 1,033,831 Printing and stationery 3,039,252 8,329,605 Postage, internet and telephone 3,722,693 3,113,615 Newspapers and periodicals 233,315 307,845 Entertainment 1,979,609 1,983,712 Training and education 16,209,323 4,245,329 Honorarium to technical committee members - - Bank charges 2,241,803 1,638,865 Travelling and daily allowances 15,599,728 11,985,661 Physical Inventory Verification - 1,501,240 Fees for Income Tax Consultant - Defense service expense 3,081,094 2,001,862 CSR (Corporate Social Responsibilities) 20,023,770 - Bond issue expense 29,191,155 13,600,048 Corporate office maintenance (Dhaka office) 1,307,109 1,727,617 Business development expense 37,799,515 33,737,673 164,026,042 128,320,547

148 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

38.00 Repair and maintenance : Tk. 125,227,154 Carriage inward, freight and handling 5,677,423 2,081,922 Insurance expenses (vehicle) 653,105 790,961 Cleaning and gardening 8,405,312 7,841,225 Building maintenance 23,262,423 41,724,713 Roads and other civil maintenance 2,675,643 3,027,708 Electrical maintenance 6,509,767 3,423,944 Rent, rates and taxes 37,605,546 44,404,763 Annual license renewal fees 4,000,000 2,300,000 Consultancy services 17,473,493 27,037,893 Transformer oil, silica Jell, etc. 599,071 744,024 Other operating expenses 4,197,236 8,041,390 Repair of office equipment and furniture 101,595 265,219 Fuel for transport 7,690,597 8,132,618 Vehicle rent - 1,250,080 Vehicle maintenance 6,375,943 6,137,143 125,227,154 157,203,603 39.00 Depreciation expenses : Tk. 64,399,055 As per existing value Schedule- A/1 64,399,055 73,821,213

40.00 Finance income : Tk. 824,450,315 Interest income 680,012,315 208,234,554 Dividend income 144,438,000 - 824,450,315 208,234,554

41.00 Financial expenses : Tk. 4,702,332,155 Interest on government loan (overhauling) 46,750,378 48,148,340 Interest on loan from BPDB 8,239,449 60,998,000 Interest on foreign loan (overhauling) 41,675,732 46,991,656 Interest on 225 MW ECA loan 655,163,924 661,484,304 Interest on 450 MW (South) ECA loan 1,044,724,170 1,250,057,690 Interest on bond 606,290,003 139,302,740 Interest on 450 MW (North) 1,956,133,980 1,533,010,552 Loan adjustment of overhauling 343,354,519 (162,721,532) 4,702,332,155 3,577,271,750

42.00 Foreign currency fluctuation loss : Tk. 361,059,277 225 MW ECA loan 150,825,724 (45,027,433) 450 MW (South) ECA loan 103,446,268 198,821,032 450MW (North) ADB & IDB loan 96,576,673 400MW (East) ADB & IDB loan 10,220,503 Purchasing Material 78,471 510,500 USD bank account (88,362) 23,482,168 361,059,277 177,786,267

ANNUAL REPORT 2019-20 149 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

43.00 Earnings per share Profit after tax 2,514,030,070 4,047,633,678 Profit/(loss) after tax 2,514,030,070 4,047,633,678 Profit attributable to ordinary shareholders 2,514,030,070 4,047,633,678 Total weighted average number of shares outstanding during the year 1,218,761,496 1,218,761,496 Profit attributable to ordinary shareholders 2,514,030,070 4,047,633,678 Weighted-average number of ordinary shares outstanding during the year 43.01 1,218,761,496 661,500,000 Number of shares as dilutive potential ordinary shares 43.02 1,025,230,000 1,616,909,696 Weighted-average number of ordinary shares outstanding during the year/year (diluted) 2,243,991,496 2,278,409,696

Basic earnings per share 2.06 6.12 Diluted earnings per share 1.12 1.78

The calculation of diluted earnings/(loss) per share has been based on the following profit/(loss) attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. The shares currently in the form of Subordinated loan - debt service liabilities (note 17) which will be converted to share capital of the company after observing due regulatory processes are stated as dilutive potential ordinary shares here.

43.01 Weighted average number of ordinary shares outstanding during the year Time weight Weighted no. of share Year 2020 At 01 July 2019 (no. of shares) 365/365 661,500,000 Addition During the Year 365/365 557,261,496 Total weighted average no. of ordinary shares outstanding at the end of the year 1,218,761,496 Year 2019 At 01 July 2018 (no. of shares) 365/365 661,500,000 Total weighted average no. of ordinary shares outstanding at the end of the year. 365/365 661,500,000

43.02 Weighted average number of diluted ordinary shares outstanding during the year

Time weight Weighted no. of share Year 2020 At 01 July 2019 (no. of shares) Equity of BPDB Subordinated loan - debt service liabilities 365/365 1,025,230,000 Total weighted average no. of ordinary shares outstanding at the end of the year. 1,025,230,000

Year 2019 At 01 July 2018 (no. of shares) Equity of BPDB 365/365 557,261,496 Direct grant 365/365 34,418,200 Subordinated loan - debt service liabilities 365/365 1,025,230,000 Total weighted average no. of ordinary shares outstanding at the end of the year. 1,616,909,696

150 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

44.00 Related parties disclosure In accordance with IAS 24: Related Party Disclosures, amount of transactions during the year and outstanding balances as of the end of report year with the entity’s related parties are disclosed as follows:

Name of the Nature of Amount in Taka Nature of Transaction Related Party Relationship 2019-2020 2018-2019 (A) Accounts Receivable Opening balance 5,298,979,045 6,987,798,308 Addition during the year: Sales 24,353,002,096 23,049,896,486 Previous year adjustment 79,525,226 - Fuel cost paid by BPDB (receivable) (1,227,604,519) (1,861,309,266) Cash collection (23,428,068,470) (20,059,906,483) Loan adjustment (774,189,559) (2,817,500,000) Closing balance 4,301,643,819 5,298,979,045

(B) Other Receivable Opening balance 166,772,122 88,415,108 Bangladesh Less: Received operational insurance (128,963,893) (88,415,108) Power Majority Add: Operational insurance premium 100,788,329 166,772,122 Development Shareholder Closing balance 138,596,558 166,772,122 Board (BPDB) (C) Loan from BPDB Opening balance - 541,600,000 Addition during the year 241,600,000 2,400,000,000 Payment made during the year (241,600,000) (2,700,000,000) Current portion - (241,600,000) Closing balance - -

(D) Interest on BPDB Loan Opening balance 307,350,110 246,352,110 Add: Accrued during the year 8,239,449 60,998,000 Less: Payment during the year (315,589,559) - Closing balance - 307,350,110

Amount in Taka 2019-2020 2018-2019

44.01 Key management personnel compensation comprises: Short term benefits (salary and other allowances) 52,049,985 55,620,815 Post employment benefits (provident fund) 6,355,308 6,597,557 Post employment benefits (Gratuity) 6,620,112 6,872,455 Total 65,025,405 69,090,827

(*) Key management personnel includes employees of the rank of Deputy General Manager and above. No. of key Management Personnel 21 22 (*) No loans to Directors of the Company were given during the year.

44.02 Investment in related party APSCL has no investment in related party.

ANNUAL REPORT 2019-20 151 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

44.03 Loan from related party (BPDB) : Tk. 0 Opening Balance - 541,600,000 Addition during the year - 2,400,000,000 Payment during the year - (2,700,000,000) Current Portion - (241,600,000) Non-Current Portion - -

45.00 Bond Payable As per IFRS 9 Bond Payable in the financial statements should be measured in amortized cost under effective interest rate method. However this bond is floating rate based . As per IFRS 9 B5. 4.5 for floating rate financial assets and floating rate financial liability periodic re-estimation of cash flows to reflect the movement of the market rate of interest alters the effective interest rate. If floating rate financial assets or floating rate financial liability is recognized initially at an amount equal to the principle receivable or payable on maturity, re-estimating the future interest payments normally has no significant effects on the carrying amount of the assets or the liability. The company initially recognized the bond at principal payable on maturity. Thus, the company did not re-estimate the future interest payments.

46.00 Contingent assets Contingent asset is a possible asset that arises from past events, the existence of which can be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity. A contingent asset must not be recognized. Only when the realization of the related economic benefits is virtually certain should recognition take place provided that it can be measured reliably because, at that point, the asset is no longer contingent. During the considering year July 2019 to June 2020 APSCL had not contingent asset.

47.00 Contingent liabilities Contingent liability is a possible obligation that arises from past events, the existence of which can be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity. Contingent liability should not be recognized in the financial statements, but may require disclosure. A provision should be recognized in the year in which the recognition criteria of provision have been met. During the considering year July 2019 to June 2020 APSCL had not contingent liability.

48.00 Events after balance sheet date The Board of Directors of APSCL has recommended a dividend @ 6.25% on paid up capital amounting to BDT 761,725,935.00 for the year ended 30 June 2020 in its meeting dated December 03, 2020. The dividend will be subject to approval of the shareholders in the next 20th Annual General Meeting scheduled to be held on 27th December 2020. There are no other events identified after the date of the statement of financial position which require adjustment or disclosure in the accompanying financial statements.

49.00 Number of employees and remuneration of Managing Director Number of employees 744 757 Managing Director remuneration 3,627,318 3,634,889

51.00 Financial risk management The company has exposures to the following risks from its use of financial instruments: a. Credit risk b. Liquidity risk c. Market risk The Board has overall responsibility for the establishment and oversight of the company’s risk management framework. The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risk faced by the company. The Board is assisted in its oversight role by Audit Committee,

152 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. Credit Risk: Credit risk is the risk of financial loss to the company if a customer or counterparty fails to meet its contractual obligations. The company’s sales are made to Bangladesh Power Development Board (BPDB) under the conditions of long term Power Purchase Agreement (PPA). Liquidity Risk: Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company’s approach to managing liquidity is to ensure as far as possible that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company’s reputation. Typically management ensures that it has sufficient cash and cash equivalent to meet expected operational expenses, including the servicing of financial obligation through preparation of cash forecast, prepared based of time line of payment of the financial obligation and accordingly arrange for sufficient fund to make the expected payment within due date. Market Risk: Market risk is the risk that changes in market forces such as foreign exchanges rates and interest rate that will affect the company’s income or value of its holding of financial instruments. The objectives of market risk management are to manage and control market risk exposures within acceptable parameters, while optimizing the return. APSCL has already taken necessary measures such as interest rate SWAP in order to address such market risk.

52.00 Land The Final Vendor’s Agreement has been signed between BPDB and APSCL (Dated: 19th February 2020; Contract No: 10563). BPDB has transferred assets and liabilities (except land) to APSCL. For land, the said vendor’s agreement states some directions in clause-6 and 7, which is: clause-6: “Value of the land shall be assessed by the authority as described in article-72 (GHA) of the immovable property acquisition manual, 1997. For the transfer of immovable property from one government agency to another government agency the article 72 of the immovable property acquisition manual 1997 shall be followed. However, land shall be transferred to the company after obtaining approval from the competent Authority of Government of Bangladesh. clause-7: “The parties shall take proper steps regarding 311.225 acres land transfer according to the relevant articles of the immovable property acquisition manual 1997. In the meantime, land lease agreement will be made between the parties before the land transfer. Land will be transferred to APSCL after obtaining approval from the competent Authority of the Government of Bangladesh and as per the said vender’s agreement a land lease agreement will be made between the parties before the land transfer. Though the final vendor’s agreement signed on 19th February 2020, due to COVID-19, the land lease agreement process got delayed. The lease agreement between BPDB and APSCL is under process (Ref No. 27.11.0000.101.14.051.20-3884, dated: November 23, 2020) and will be completed soon. Management will recognize the land as per IFRS after this process is completed.

53.00 Financial Ratio 53.01 Current Ratio : 1.80 : 1 1.73 : 1 Current asset 28,005,730,577 24,127,556,983 Current liabilities 15,572,921,682 13,956,958,144

53.02 Quick Ratio : 1.50 :1 1.56:1 Quick asset/Liquid asset 23,382,510,569 21,806,037,252 Current liabilities 15,572,921,682 13,956,958,144

53.03 Net Asset Value (NAV) per share Net assets (Total assets- liabilities) 23,507,776,945 21,916,621,729 Number of ordinary shares outstanding 1,218,761,496 661,500,000 Net Asset Value (NAV) per share 19.288 33.132

ANNUAL REPORT 2019-20 153 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Notes/Schedule/ Amount in Taka Annexure 2019-2020 2018-2019

53.04 Net Operating Cash Flow Per Share (NOCFPS) Net operating cash flows 9,876,122,458 12,680,590,158 Number of ordinary shares outstanding 1,218,761,496 661,500,000 Net Operating Cash Flows Per Share (NOCFPS) 8.10 19.17

53.05 Debt Equity Ratio : 3.03 3.24 Long term debt 71,317,931,460 71,078,375,674 Shareholders equity 23,507,776,945 21,916,621,729

53.06 DSCR 1.08 1.61 NI+D+I+FC 12,281,753,983 11,253,853,753 P+I 11,418,382,780 6,969,707,076

53.07 Earnings/(loss) per share Basic earnings/(loss) per share (BDT 10 per share) 2.06 6.12 Net Income 2,514,030,070 4,047,633,678 No. of Share Issued 1,218,761,496 661,500,000

Diluted earnings/(loss) per share (BDT 10 per share) 1.12 1.78 Net Income 2,514,030,070 4,047,633,678 Diluted No. of Share 2,243,991,496 2,278,409,696

54.00 Cash flows from operating activities (Indirect Method) BDT 9,876,122,457 - A. Net Profit after Tax 2,514,030,070 B. Adjustments for non-cash items: 5,468,031,960 Depreciation Expenses 5,013,242,389 Foreign Exchange loss on Financing Activities 361,069,168 Income from lease rent amortization (20,270,000) Amortization of Mobilization Payment 115,765,432 Income from forfeiture account of CPF Fund (1,775,029) C. Changes in Working Capital: 1,593,389,967 Deferred Tax Increase/(Decrease) 1,563,493,173 Deferred-liabilities for gratuity Increase/(Decrease) 115,302,834 Decrease/(Increase) Store Materials (2,301,700,263) Decrease/(Increase) Advances, deposits and pre-payments 116,508,738 Decrease/(Increase) Accounts and other receivable 1,077,863,729 (Decrease)/Increase current Liabilities 1,021,904,343 Increase/(Decrease) Dividend Payable 17,412 D. Other adjustments: 300,670,461 Finance Expense 4,702,332,155 Finance Expense Paid (4,393,422,245) BPDB Interest Transferred to Loan Account (8,239,449) E. Net cash generated from operating activites (A+B+C+D) 9,876,122,458

154 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

55.00 General (i) Figures in these notes and in the annexed financial statements have been rounded off to the nearest BDT. ii) Previous year’s figures have been rearranged, wherever considered necessary, to conform to current year’s presentation without causing any impact on the operating results for the year and value of assets and liabilities at the end of that year as shown in the financial statements under reporting. (iii) These notes form an integral part of the annexed financial statements and accordingly are to be read in conjunction therewith.

Company Secretary Executive Director (Finance) Managing Director Director

Dhaka, Bangladesh Date: December 03, 2020

ANNUAL REPORT 2019-20 155 ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

56.00 Operating Segment:

Ashuganj Power Station Company Ltd. (APSCL) has identified following eight (08) reportable operating segments which are the company’s major strategic business units / entities. All the operating segments except Land Acquisition, Land Development & Protection for Patuakhali 1320MW Super Thermal Power Plant Project geographically located and operated at Ashuganj, Brahmanbaria.

1. Unit-3,4&5 2. 50MW GE 3. 225MW CCPP 4. 450MW CCPP (South) 5. 450MW CCPP (North) 6. 400MW CCPP (East) 7. Land Acquisition, Land Development & Protection for Patuakhali 1320MW Super Thermal Power Plant Project (STPPP) 8. 3x600 MW CCPP Plant

Though all the segments offer same products (electricity) to the same customer (BPDB), they are managed separately based on the management and internal reporting structure. And as per IFRS 8 (Operating Segments), APSCL has disclosed the information regarding its operating segments.

Operating Work in Progress 3x600 Particulars 225MW 450MW 450MW 400MW 1320MW Other Total Unit-3,4&5 50MW GE MW CCPP CCPP (S) CCPP (N) CCPP (E) STPPP Segments CCPP

Revenue (Sales) 3,992,482,298 530,753,470 4,972,711,336 8,446,644,730 6,410,410,262 - - - - 24,353,002,096 Cost of sales 1,353,880,382 298,186,771 1,613,258,265 2,252,920,224 2,329,570,664 - - - 6,299,798,070 14,147,614,376 Gross profit 10,205,387,720 - Other operating income 100,917,192 100,917,192 10,306,304,912 - Operation and maintenance expenses - Personnel expenses 1,273,058,412 1,273,058,412 Office and other expenses 164,026,042 164,026,042 Repair and maintenance 125,227,154 125,227,154 Depreciation expenses 64,399,054 64,399,054 1,626,710,662 Operating profit 8,679,594,249 - Finance income 824,450,315 824,450,315 Financial expense 431,780,629 - 655,163,924 1,044,724,170 1,956,133,980 - - - 614,529,452 4,702,332,155 Foreign currency fluctuation 361,059,277 361,059,277 (gain)/loss Worker’s profit participation 211,459,673 211,459,673 fund (WPPF)

Income before tax 4,229,193,459 Income tax expenses - Current tax 151,670,218 151,670,218 Deferred tax 1,563,493,172 1,563,493,172 1,715,163,390 Profit after tax 2,514,030,070

Other Comprehensive income - Net income 2,514,030,070

156 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

NOTES TO THE FINANCIAL STATEMENTS For the period ended June 30, 2020

Operating Work in Progress 3x600 Particulars 225MW 450MW 450MW 400MW 1320MW Other Total Unit-3,4&5 50MW GE MW CCPP CCPP (S) CCPP (N) CCPP (E) STPPP Segments CCPP

Assets Non-current assets Property, plant and equipment 8,746,799,600 - 16,303,158,036 31,630,794,556 23,813,413,888 - - - 2,213,167,572 82,707,333,652 Investment in UAEL ------304,050,000 304,050,000 Capital works-in-progress - - - - - 8,383,866,492 855,539,968 33,597,554 - 9,273,004,014 Total non-current assets 8,746,799,600 - 16,303,158,036 31,630,794,556 23,813,413,888 8,383,866,492 855,539,968 33,597,554 2,517,217,572 92,284,387,666

Current assets - Store Materials ------4,623,219,995 4,623,219,995 Advances, deposits and pre------654,706,451 654,706,450 payments Accounts and other ------4,442,015,407 4,442,015,408 receivable Short term deposit ------154,866,334 154,866,334 Cash and cash equivalents ------18,130,922,390 18,130,922,390 Total current assets ------28,005,730,577 28,005,730,577 Total assets 8,746,799,600 - 16,303,158,036 31,630,794,556 23,813,413,888 8,383,866,492 855,539,968 33,597,554 30,522,948,149 120,290,118,243

Equity and liabilities ------24,953,577,208 24,953,577,208 Equity Share capital ------12,187,614,964 12,187,614,964 Equity of BPDB ------Equity of Govt. ------1,233,688,485 1,233,688,485 Direct grant ------344,182,000 344,182,000 Retained earnings ------9,742,291,496 9,742,291,496 Total equity ------23,507,776,945 23,507,776,945

Subordinated loan - Subordinated loan-debt ------10,252,300,000 10,252,300,000 service liabilities

Non-current liabilities - Government loan 1,011,119,634 - - - 707,268,504 315,000,000 817,039,489 - - 2,850,427,627 Foreign loan 124,038,244 - - - 21,511,237,148 7,199,813,113 - - - 28,835,088,505 Export credit agency (ECA) - - 7,611,803,663 15,768,303,996 - - - - - 23,380,107,659 Bond Payable ------6,000,007,669 6,000,007,669 Deferred tax ------9,014,460,957 9,014,460,957 Advance land lease rent UAEL ------202,700,000 202,700,000 Deferred-liabilities for gratuity ------674,327,199 674,327,199 Total non-current liabilities 1,135,157,878 - 7,611,803,663 15,768,303,996 22,218,505,652 7,559,314,249 817,039,489 - 15,891,495,825 70,957,119,616

Current liabilities Provision for income tax ------1,081,495,140 1,081,495,140 Current portion of loan 906,248,612 - 1,705,000,000 3,524,098,369 1,717,120,141 - - - - 7,852,467,122 Advance land lease rent UAEL ------20,270,000 20,270,000 Liabilities for interest expense 506,076,049 - 18,833,122 14,124,000 2,813,356,327 - - - 219,916,717 3,572,306,215 Trade payable 237,485,032 79,457,619 577,085,453 631,472,962 589,824,282 - - - 215,475,361 2,330,800,709 Liabilities for expenses ------504,122,824 504,122,824 Worker’s profit participation ------211,459,673 211,459,673 fund (WPPF) Total current liabilities 1,649,809,693 79,457,619 2,300,918,575 4,169,695,331 5,120,300,750 - - - 2,252,739,714 15,572,921,682 Total liabilities 2,784,967,571 79,457,619 9,912,722,238 19,937,999,327 27,338,806,402 7,559,314,249 817,039,489 - 28,396,535,539 86,530,041,298 Total equity and liabilities 2,784,967,571 79,457,619 9,912,722,238 19,937,999,327 27,338,806,402 7,559,314,249 817,039,489 - 51,904,312,484 120,290,118,243

ANNUAL REPORT 2019-20 157 ASHUGANJ POWER STATION COMPANY LTD

DETAILS OF PROPERTY, PLANT AND EQUIPMENT As at 30 June 2020

Schedule--A

Cost Depreciation Carrying Value amount/ GT-1, GT-2 of land Written Particulars Addition and ST plant Rate (%) Depre- against Total at June At July 01, Charge for Total at June down value July 01,2019 during the disposal ciation equity 30, 2020 2019 the period 30, 2020 at 30 June period (cost value adjustment reserve 2020 adjustment) of BPDB

1 2 2 4 5=1+2+3-4 6 7 8 9=6+7-8 10=5-8 Land 401,706,292 - - - 401,706,292 - - - - - 401,706,292 Building 2,556,352,596 56,309,186 - - 2,612,661,782 1.55 - 13.33 839,894,611 44,637,941 - 884,532,552 1,728,129,230 Plant and 98,242,647,525 173,640,101 - 3,880,000,000 94,536,287,626 5 - 40 15,524,004,970 4,341,806,548 3,492,000,000 16,373,811,518 78,162,476,108 machinery Office 71,930,531 10,671,434 - - 82,601,965 10 - 33.33 46,641,943 7,856,445 - 54,498,388 28,103,576 equipment’s Vehicles 106,424,246 10,900,000 - - 117,324,246 12.5 61,928,332 8,278,875 - 70,207,207 47,117,039 Furniture and 29,382,557 5,634,658 - - 35,017,215 20 23,279,986 3,625,793 - 26,905,779 8,111,436 fixtures Overhauling 8,498,515,000 - - - 8,498,515,000 7.14 5,559,788,242 607,036,786 - 6,166,825,028 2,331,689,972 project Total 2020 109,906,958,747 257,155,379 - 3,880,000,000 106,284,114,125 22,055,538,084 5,013,242,389 3,492,000,000 23,576,780,473 82,707,333,652 Total 2019 35,305,899,804 320,266,307 - 74,280,792,636 109,906,958,748 20,146,077,585 1,909,460,500 - 22,055,538,085 87,851,420,662

Schedule-A/1

Total depreciation 5,013,242,389 Less: Depreciation of plant and machinery - COGS 4,341,806,548 Less: Depreciation overhauling project - COGS 607,036,786 64,399,055

158 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

Details of capital work-in-progress As at 30 June 2020

400 MW (east) project Annexure-1/A

July 01,2019 Addition during the period June 30,2020 Particulars BDT BDT BDT CD VAT - 67,313,687 67,313,687 Current Account CD VAT - 99,444,429 99,444,429 Committee Meeting Expense 92,111 107,642 199,753 Demolition of Existing Stru. & Land Development 228,586,686 26,173,800 254,760,486 Engineering/Consultancy Service 40,274,935 46,608,551 86,883,486 Pay of Officers, Establishment & Allowance 38,900,087 20,753,874 59,653,961 Plant, Machinery & Equipment 1,931,742,549 5,449,840,868 7,381,583,417 Repair & Maintenance 7,296 950 8,246 Supplies & Services 7,919,243 2,808,517 10,727,760 Civil Works 8,155,151 9,718,116 17,873,267 Vehicle 9,068,000 8,350,000 17,418,000 Initial Cost - 388,000,000 388,000,000 Total 2,264,746,058 6,119,120,434 8,383,866,492

Patuakhali 1320 MW Super Thermal Power Plant Project Annexure-1/B

July 01,2019 Addition during the period June 30,2020 Particulars BDT BDT BDT Land - 808,270,527 808,270,527 Consultancy service 5,632,801 - 5,632,801 Entertainment 439,565 702,299 1,141,864 Salary and allowance 9,175,288 7,510,676 16,685,964 Printing and stationary 69,467 165,010 234,477 Conveyance 496,760 318,200 814,960 Office Expense 601,280 906,244 1,507,524 Surveyor (For land acquisition) 915,000 862,500 1,777,500 Office Furniture - 279,400 279,400 Rent rates and taxes 862,500 - 862,500 Fuel For Vehicle 40,000 334,980 374,980 Office Equipment 474,010 171,500 645,510 Office Rent 699,600 705,600 1,405,200 Vehicle 4,957,500 - 4,957,500 Legal fee 575,000 - 575,000 Vehicle Rent 487,000 1,118,300 1,605,300 IDC - 8,768,961 8,768,961 Total 25,425,771 830,114,197 855,539,968

3*600 MW CCPP Plant Annexure-1/C July 01,2019 Addition during the period June 30,2020 Particulars BDT BDT BDT Land & Land Development - 33,597,554 33,597,554 Total - 33,597,554 33,597,554

ANNUAL REPORT 2019-20 159 ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF FDR (MORE THAN 03 MONTHS) As at 30.06.2020

Annexure-2

Period Name of the Principal Maturity Rate of Value of FDR SL FDR No. Branch (Months/ Date of FDR Bank Amount date Interest by maturity Days)

1 3583751 AB Bank Bangshal 10,000,000 09 (Nine) 28.08.19 28.08.20 8.75% 10,576,125

2 3629520 AB Bank Bangshal 30,000,000 12 (Twelve) 06.10.19 06.10.20 10.00% 30,000,000

Sub-Total 40,000,000 40,576,125

3 0800887 (45116) Exim Bank Ltd Shantinagar 20,000,000 06 (Six) 14.04.20 14.10.20 9.00% 20,810,000

Sub-Total 20,000,000 20,810,000

4 1036011/9528 Pubali Bank Panthapath 50,000,000 100 Days 10.05.20 18.08.20 7.00% 51,816,696

Sub-Total 50,000,000 51,816,696

019523100000005 5 Premier Bank Kuliarchar 10,000,000 100 Days 03.05.20 11.08.20 9.00% 10,452,506 (0296644)

6 181-231-53 (0309603) Premier Bank Bashgari 10,000,000 100 Days 01.05.20 08.08.20 6.50% 10,452,506

Sub-Total 20,000,000 20,905,013

7 0089-033000328 (290939) Trust Bank Kakrail 10,000,000 06 (Six) 14.04.20 14.10.20 9.00% 10,368,000

8 0030-0330026881 (249967) Trust Bank Karwan Bazar 10,000,000 06 (Six) 15.04.20 15.10.20 9.00% 10,390,500

Sub-Total 20,000,000 20,758,500

Total amount 154,866,334

160 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

CASH AT BANK For the period ended 30 June 2020

Annexure-3

A. Cash at bank on STD/SND account: 30 June 2020 30 June 2019 SL Bank Branch Types of account Account No. BDT BDT 1 HSBC Tejgaon SND 107067 786,808 196,427 2 HSBC Tejgaon SND 107232 1,108,389 954,840,248 3 Standard Chartered Bank Gulshan SND 387301 75,746 127,086 4 Janata Bank Local Office STD 1745 7,285,252 7,058,391 5 Janata Bank (450 N) Local Office STD 1902 42,969,688 34,252,358 6 Janata Bank Corporate Office STD 1065 22,144,802 124,957,131 7 Janata Bank Corporate Office STD 892 1,458,715,620 304,384,202 8 Rupali Bank Corporate Office STD 175 3,150,934 409,355,862 9 Rupali Bank Corporate Office STD 172 202,303 224,500 10 Trust Bank Ashuganj STD 16 6,331,568 5,359,618 11 Sonali Bank Ashuganj STD 11 1,737,450 5,338,197 12 Exim Bank Ashuganj STD 21352 9,666,494 3,484,163 13 Exim Bank Ashuganj STD 3040 1,200,877,158 279,602,332 14 Pubali Bank Ashuganj STD 42 16,721,890 9,449,144 15 Janata Bank Abdul Goni Road STD 11353 569,931 - 16 HSBC Tejgaon STD 001-104454-067 - - 17 HSBC Tejgaon STD 001-104454-068 - - 18 HSBC Tejgaon STD 001-104454-018 - - 19 HSBC Tejgaon STD 001-104454-020 - - 20 Standard Chartered Bank Gulshan SND 02-9783873-01 - - 21 Standard Chartered Bank Gulshan SND 02-9783873-02 - - Total STD/SND account (A) 2,772,344,034 2,138,629,661 B. Cash at bank on HPA account: Proceed from Bond Issue (Private Placement): 30 June 2020 30 June 2019 SL Bank Branch Types of account Account No. BDT BDT 16 Brac Bank Gulshan HPA 744001 541,710,652 508,464,989 17 City Bank Gulshan HPA 575001 1,089,729,534 1,016,275,000 18 Eastern Bank Gulshan HPA 393991 544,261,929 511,699,629 4 Standard Chartered Bank Gulshan STD 873008 1,627,968,750 1,500,000,000 Total account (B) 3,803,670,865 3,536,439,618 C. Cash at bank: Proceed from Bond Issue (Public Placement): 30 June 2020 30 June 2019 SL Bank Branch Types of account Account No. BDT BDT 1 Brac Bank Gulshan, Head office 153220386074401 1,020,798,608 - 2 Brac Bank (USD) Gulshan, Head office 153220386074402 582,163 - Total account (C) 1,021,380,771 -

ANNUAL REPORT 2019-20 161 ASHUGANJ POWER STATION COMPANY LTD

CASH AT BANK For the period ended 30 June 2019

D. Cash at bank on restricted account :

30 June 2020 30 June 2019 SL Bank Branch Types of account Account No. BDT BDT 1 HSBC (*) Tejgaon DSAA 16 58 53 2 HSBC (*) Tejgaon DSRA 17 2,217,327,221 2,217,327,221 3 HSBC (*) Tejgaon PPA Proceeds 19 543,454,667 352,017,552 4 HSBC (*) Tejgaon Disbursement 69 228,110 231,398 5 HSBC (*) Tejgaon PPA Proceeds 70 2,085,996,823 1,868,981,247 6 Standard Chartered Bank (*) Gulshan Disbursement 017302 14,666,604 14,691,603 7 Standard Chartered Bank (*) Gulshan PPA Proceeds 017303 754,049,408 450,589,762 8 Standard Chartered Bank (**) Gulshan DSA 017304 1,134,226,881 1,120,501,461 9 Standard Chartered Bank (**) Gulshan PPA Proceeds 027303 602,905,459 617,637,030 Total in Restricted Account (D) 7,352,855,231 6,641,977,326 Total cash at bank (A+B+C+D) 14,950,250,900 12,317,046,605

(*) As per common terms agreement (CTA) APSCL shall not be permitted to make any withdrawal from the Debt Service Reserve Account (DSRA). APSCL can withdraw the amount from the PPA account after fulfilling certain conditions and with the consent of the intercreditor agent.

(**) As per common terms agreement (CTA) APSCL shall not be permitted to make any withdrawal from the Debt Service Account (DSA). APSCL can withdraw the amount from the PPA account after fulfilling certain conditions and with the consent of the intercreditor agent.

162 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF FDR (3 MONTHS) As at 30.06.2020

Annexure-4

Period Principal Value of FDR by Maturity Rate of SL FDR No. Name of the Bank Branch (Months/ Date of FDR Amount maturity date Interest Days) 1 3552423 AB Bank Bangshal 50,000,000 03(Three) 58,721,477 14.05.20 14.08.20 7.00% Sub-Total 50,000,000 58,721,477 2 0200014347257 Agrani Bank Malibag 100,000,000 03(Three) 102,921,023 23.04.20 23.07.20 6.50% Sub-Total 100,000,000 102,921,023 1301310001459 3 Al-Arafah Is. Bank Ashuganj 10,000,000 03(Three) 11,195,059 03.05.20 03.08.20 6.00% (0631190) Sub-Total 10,000,000 11,195,059 4 4482593575003 City Bank Head Office 250,000,000 03(Three) 272,599,999 05.05.20 05.08.20 10.00% 5 4482593575004 City Bank Head Office 250,000,000 03(Three) 272,599,999 05.05.20 05.08.20 10.00% Sub-Total 500,000,000 545,199,998 6 71000180276 DBH Finance Head Office 100,000,000 03(Three) 109,850,000 05.05.20 05.08.20 11.00% 7 71000180277 DBH Finance Head Office 100,000,000 03(Three) 109,850,000 05.05.20 05.08.20 11.00% 8 71000180278 DBH Finance Head Office 100,000,000 03(Three) 109,850,000 05.05.20 05.08.20 11.00% 9 71000180279 DBH Finance Head Office 100,000,000 03(Three) 109,850,000 05.05.20 05.08.20 11.00% 10 71000180282 DBH Finance Head Office 100,000,000 03(Three) 109,850,000 05.05.20 05.08.20 11.00% Sub-Total 500,000,000 549,250,000 11 20501760500497208 Islami Bank Ashuganj 20,000,000 03(Three) 22,750,521 18.05.20 18.08.20 5.50% Sub-Total 20,000,000 22,750,521 12 0011971/1/1852 ICB Head Office 100,000,000 03(Three) 108,975,000 05.05.20 05.08.20 10.00% 13 0011973/1/1854 ICB Head Office 100,000,000 03(Three) 108,975,000 05.05.20 05.08.20 10.00% 14 0011974/1/1855 ICB Head Office 100,000,000 03(Three) 108,975,000 05.05.20 05.08.20 10.00% 15 0011975/1/1856 ICB Head Office 100,000,000 03(Three) 108,975,000 05.05.20 05.08.20 10.00% 16 0011976/1/1857 ICB Head Office 100,000,000 03(Three) 108,975,000 05.05.20 05.08.20 10.00% Sub-Total 500,000,000 544,875,000 17 0781500/11784 Janata Bank Abdul Goni Road 50,000,000 03(Three) 51,518,092 20.05.20 20.08.20 6.50% 18 0686748/55056809 Janata Bank Motijheel, Corp. 380,000,000 03(Three) 391,604,665 28.04.20 28.07.20 6.50% Sub-Total 430,000,000 443,122,757 19 0002-0330137701 MTBL Principal 100,000,000 03(Three) 108,975,000 02.05.20 02.08.20 10.00% 20 0002-0330137710 MTBL Principal 100,000,000 03(Three) 108,975,000 02.05.20 02.08.20 10.00% 21 0002-0330137729 MTBL Principal 100,000,000 03(Three) 108,975,000 02.05.20 02.08.20 10.00% Sub-Total 300,000,000 326,925,000 0794140000092 22 One Bank Mawna 100,000,000 03(Three) 109,650,000 05.05.20 05.08.20 10.75% (201853) Sub-Total 100,000,000 109,650,000 23 7301045680 Pubali Bank Tanbazar 50,000,000 03 (Three) 50,000,000 29.06.20 29.09.20 6.00% Sub-Total 50,000,000 50,000,000 24 0328007/48/2/35/601 Rupali Bank Ramna Corp. 50,000,000 03(Three) 51,575,214 20.05.20 20.08.20 7.00% 5264035004812 25 Rupali Bank Ashuganj 100,000,000 03(Three) 102,921,023 24.04.20 24.07.20 6.50% (0186037/48/12) Sub-Total 150,000,000 154,496,237 26 001024500041384 Southeast Bank Gulshan 50,000,000 03(Three) 54,488,000 02.05.20 02.08.20 10.00% 27 001024500041385 Southeast Bank Gulshan 50,000,000 03(Three) 54,488,000 02.05.20 02.08.20 10.00% Sub-Total 100,000,000 108,976,000 Total amount 2,810,000,000 3,028,083,071

ANNUAL REPORT 2019-20 163 ASHUGANJ POWER STATION COMPANY LTD

EQUITY OF BPDB For the period ended 30 June 2020

Annexure-5

30 June 2020 30 June 2019 Annexure BDT BDT

A. Assets transferred from BPDB: Assets as on 01 June 2003 16,057,600,000 16,057,600,000 Assets taken over for overhauling Unit # 3 1,630,955,483 1,630,955,483 17,688,555,483 17,688,555,483 B. Liabilities Transferred from BPDB: Government loan 971,682,193 971,682,193 Foreign loan 4,289,400,000 4,289,400,000 Debt service liability (DSL) 10,252,300,000 10,252,300,000 15,513,382,193 15,513,382,193 C. Provision for equity: Provision for equity Annex-5/A 4,146,519,000 4,146,519,000 Provision for equity Annex-5/B 5,118,841,874 5,118,841,874 Provision for equity Annex-5/C 746,080,800 746,080,800 10,011,441,674 10,011,441,674 Total Liabilities from BPDB 12,186,614,964 12,186,614,964 Less: Transferred to paid-up capital previously 6,614,000,000 6,614,000,000 Less: Transferred to paid-up capital in this year 5,572,614,964 - Closing balance - 5,572,614,964

Annex-5/A Provision for equity (Units # 3, 4 and 5) has been increased for handing over of overhauling projects. Annex-5/B Provision for equity has been added at the time of fixation of new tariff as per proposed vendor’s agreement. Annex-5/C Projects completion report (PCR) of overhauling projects (Unit # 3, 4 and 5) has been completed, so added remaining equity.

164 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF GOVERNMENT LOAN AND FOREIGN LOAN As at 30.06.2020

Annexure-6

A. Government Loan:

Adjustment( Addition As per Addition Opening previous repayment Current Balance as at Balance as at 30 during this Refund Repayment Balance year current schedule / portion 30 June, 2020 June, 2019 Particulars year portion vendors agreement)

BDT BDT BDT BDT BDT BDT BDT BDT BDT

450 MW (North) 771,425,489 - 54,830,596 9,326,393 - 54,830,594 54,830,594 707,268,504 771,425,489 Overhauling unit 1,482,584,668 - - 342,891,144 - 128,573,890 - 1,011,119,634 1,482,584,668 # 3, 4 & 5 400 MW (East) 60,000,000 255,000,000 - - - - - 315,000,000 60,000,000 1320 MW Coal Power Plant - 817,039,489 - - - - - 817,039,489 - (Patuakhali) Total Government loan 2,850,427,627 2,314,010,157

Annexure-7 B. Foreign Loan:

Adjustment( Addition As per Effect of Addition Opening previous repayment Foreign Current Balance as at Balance as at 30 during this Repayment Balance year current schedule / currency portion 30 June, 2020 June, 2019 Particulars year portion vendors gain or loss agreement)

BDT BDT BDT BDT BDT BDT BDT BDT BDT Overhauling unit 587,395,712 - - 342,891,144 - 806,248,612 124,038,244 587,395,712 # 3, 4 and 5 ADB loan(450 14,522,322,385 - 1,063,353,535 - 374,456,258 1,062,378,243 1,070,043,128 13,827,710,807 14,522,322,385 MW - north) IDB loan(450 8,220,162,589 - 585,278,814 - 60,487,495 590,156,138 592,246,419 7,683,526,341 8,220,162,589 MW - north) ADB loan(400 999,185,832 3,928,826,766 - - 2,831,076 - - 4,930,843,674 999,185,832 MW - east) IDB loan(400 852,388,280 1,409,191,732 - - 7,389,427 - - 2,268,969,439 852,388,280 MW - east) Total Foreign loan 28,835,088,505 25,181,454,798

ANNUAL REPORT 2019-20 165 ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF EXPORT CREDIT AGENCY (ECA) LOAN As at 30.06.2020

Annexure-8

A. 450 MW (South) Project:

Addition Addition Opening Balance as at 30 Balance as at 30 previous year during this Repayment Current portion Balance June, 2020 June, 2019 Particulars current portion year

BDT BDT BDT BDT BDT BDT BDT CESCE facilities 2,087,713,164 462,725,553 - 461,506,086 465,000,000 1,623,932,631 2,087,713,164

HERMES facilities 3,849,343,897 850,105,048 - 847,864,680 850,000,000 3,001,584,265 3,849,343,897

MIGA facilities 7,043,083,270 1,582,107,581 - 1,577,938,092 1,589,098,369 5,458,154,390 7,043,083,270

ONDD facilities 2,915,096,689 620,524,204 - 618,888,873 620,000,000 2,296,732,020 2,915,096,689 Interest during construction year 932,808,398 - - - - 932,808,398 932,808,398 (IDCP) Add: Effect of exchange rate 2,351,646,024 - 103,446,268 - - 2,455,092,292 2,351,646,024 changes Total ECA loan for 450 MW (South) Project: 15,768,303,996 19,179,691,442

B. 225 MW Project:

Addition Addition Opening Balance as at 30 Balance as at 30 previous year during this Repayment Current portion Balance June, 2020 June, 2019 Particulars current portion year

BDT BDT BDT BDT BDT BDT BDT HERMES facilities 2,594,487,518 580,487,112 - 575,338,722 585,000,000 2,014,635,908 2,594,487,518

K-SURE facilities 5,193,154,236 1,117,395,487 - 1,107,485,215 1,120,000,000 4,083,064,508 5,193,154,236 Interest during construction year 572,523,657 - - - - 572,523,657 572,523,657 (IDCP) Add: Effect of exchange rate 790,753,866 - 150,825,724 - - 941,579,590 790,753,866 changes Total ECA loan for 225 MW (South) Project: 7,611,803,663 9,150,919,277

166 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

STATEMENT OF BOND PAYABLE For the period ended 30 June 2020

Annexure-9

Amount(BDT) Number of Face SI Name of Bond Holder Address Replacement bonds Value 30 June, 2020 30 June, 2019

Sadharan Bima Bhaban,33 Dilkusha Private 1 Sadharan Bima Corporation 40000 5,000 200,000,000 200,000,000 C/A, Dhaka 1000 replacement Private 2 Ruali Bank Limited 34 Dilkusha C/A,Dhaka 1000 150000 5,000 750,000,000 750,000,000 replacement Private 3 Sonali Bank Limited 34-42, 44 Motijheel C/A, Dhaka 1000 100000 5,000 500,000,000 500,000,000 replacement Sena Kalyan Bhaban,4th gloor,195 Private 4 Ducth Bangla Bank Limited 100000 5,000 500,000,000 500,000,000 Motijheel C/A, Dhaka 1000 replacement 47, Shahid Bir uttam Asfaqus Samad Private 5 Uttara Bank Limited 40000 5,000 200,000,000 200,000,000 Sarak,Motijheel, Dhaka 1000 replacement ICB Asset Management Green City Edge (4th floor),89 Kakrail, Private 6 40000 5,000 200,000,000 200,000,000 Company Limited Dhaka 1000 replacement Private 7 Agrani Bank limited 9/D Dilkusha,Motijheel, Dhaka 1000 200000 5,000 1,000,000,000 1,000,000,000 replacement 100000 500,000,000 500,000,000 Borak Units Heights,level-03,117 Bangladesh Infrastructure Private 8 Kazi Nazrul Islam Avenue,Eskaton 40000 5,000 200,000,000 200,000,000 Finance Fund limited replacement Garden, Dhaka 1000 60000 300,000,000 300,000,000 110,Motijheel Commercial Private 9 Janata Bank Limited 130000 5,000 650,000,000 650,000,000 Area,Dhaka 1000 replacement Public 199885 5,000 999,425,000 - replacement ICB Capital Management Green City Edge (4th floor),89 Kakrail, 10 Ltd. Dhaka 1000 Public replacement 115 5067 582,669 - (foreign) Total Amount 6,000,007,669 5,000,000,000

ANNUAL REPORT 2019-20 167 ASHUGANJ POWER STATION COMPANY LTD

DEFERRED TAX For the year ended 30 June 2020

Annexure-10

Deferred tax liability have been recognized and measured in accordance with the provision of IAS 12: Income Tax. Deferred tax liability are attributable to the following:

(TAXABLE)/ (TAXABLE)/ DEDUCTIBLE DEDUCTIBLE CARRYING AMOUNT OF TAX BASE TEMPORARY TEMPORARY ASSETS/(LIABILITIES ) DIFFERENCE DIFFERENCE SL.NO. PARTICULARS BDT 30 JUNE, 2020 30 JUNE, 2019

BDT BDT BDT BDT 2 Building 1,728,129,230 1,060,119,078 (668,010,152) (563,278,801) 3 Plant and machinery 80,494,166,080 45,380,502,399 (35,113,663,681) (29,186,359,612) 4 Office equipment’s 28,103,576 40,551,254 12,447,678 10,756,652 5 Vehicles 38,090,008 38,287,236 197,228 (8,959,263) 6 Furniture and fixtures 8,111,436 20,421,327 12,309,891 10,953,134

Total amount 82,296,600,330 46,539,881,294 (35,756,719,036) (29,736,887,890) 10 Unused tax depreciation - - 2,187,664,716 3,321,215,567 11 Deferred- liabilities for gratuity - - 674,327,199 380,305,580 12 Liabilities for expenses - - 504,122,824 421,369,335 13 Liabilities for interest expense - - 3,572,306,214 3,255,156,858 14 Provision for income tax - - 1,081,495,140 1,070,361,169

Total amount - - (27,736,802,943) (21,288,479,381)

Deferred tax assets/(liability) @ 32.50% - - (9,014,460,957) (7,450,967,783)

Deferred tax (expenses)/Income - - (1,563,493,172) (1,284,169,214)

Total Deferred Tax up to 30 June 2019 (7,450,967,783)

Already Posted up to 30 June 2019 (6,839,249,561)

Prior year adjustment transferred to retained earnings (611,718,222)

168 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

CURRENT PORTION OF LOAN For the year ended 30 June 2020

Annexure-11

Balance as at 30 Balance as at 30 Opening Balance Addition Repayment June, 2020 June, 2019 Particulars

BDT BDT BDT BDT BDT

BPDB loan- current portion 241,600,000 315,589,559 557,189,559 - 241,600,000 Overhauling loan - current portion 100,000,000 934,822,502 128,573,890 906,248,612 100,000,000 ECA loan- current portion 5,213,344,985 2,914,901,763 2,899,148,379 5,229,098,369 5,213,344,985 Loan for 450 MW (N) Plant 1,703,462,943 1,717,120,141 1,703,462,943 1,717,120,141 1,703,462,943 Total current portion of loan: 7,852,467,122 7,258,407,928

ANNUAL REPORT 2019-20 169 ASHUGANJ POWER STATION COMPANY LTD

LIABILITIES FOR INTEREST EXPENSE For the year ended 30 June 2020

Annexure-12

Opening Balance as at 30 Balance as at 30 Addition Repayment Particulars Balance June, 2020 June, 2019

BDT BDT BDT BDT BDT Accrued interest on 450 MW (North) Government 95,113,102 9,581,901 57,186,890 47,508,113 95,113,102 loan Accrued interest on overhauling unit # 3, 4 and 5 - - - - - Government loan Accrued interest on loan from BPDB 307,350,110 8,239,449 315,589,559 - 307,350,110 Accrued interest on overhauling unit # 3, 4 and 5 162,721,530 343,354,519 - 506,076,049 162,721,530 Foreign loan Accrued interest on ADB loan(450 MW - north) 1,573,481,073 808,801,892 711,168,270 1,671,114,695 1,573,481,073 Accrued interest on IDB loan(450 MW - north) 891,701,513 680,678,512 477,646,506 1,094,733,519 891,701,513 Accrued interest on ECA loan(450 MW - South) 34,951,673 521,504,128 542,331,801 14,124,000 34,951,673 Accrued interest on ECA loan(225 MW CCCP 50,535,117 344,354,112 376,056,107 18,833,122 50,535,117 Project) Accrued Interest on Bond 139,302,740 480,618,772 400,004,795 219,916,717 139,302,740 3,572,306,214 3,255,156,858

170 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

FUEL COST PAYABLE For the year ended 30 June 2020

Annexure-13A

Balance as at 30 Balance as at 30 Opening Balance Addition Repayment June, 2020 June, 2019 Particulars

BDT BDT BDT BDT BDT

Fuel cost payable Unit 3,4 & 5 111,209,169 1,353,880,382 1,227,604,519 237,485,032 111,209,169 Fuel cost payable 50 MW Gas Engine 52,229,472 298,186,771 270,958,624 79,457,619 52,229,472 Fuel cost payable 225 MW CCPP project 501,854,445 1,613,258,265 1,538,027,257 577,085,453 501,854,445 Fuel cost payable 450 MW CCPP south 539,142,173 2,252,920,224 2,160,589,435 631,472,962 539,142,173 Fuel cost payable 450 MW CCPP north 406,304,591 2,462,966,266 2,279,446,575 589,824,282 406,304,591

2,115,325,348 1,610,739,850

ANNUAL REPORT 2019-20 171 ASHUGANJ POWER STATION COMPANY LTD

OTHER ACCOUNTS PAYABLE For the year ended 30 June 2020

Annexure-13B

Balance as at 30 June, Balance as at 30 June, Particulars 2020 2019

Ishaque & Sons Payable 12,419 - Nirapad Fire Fighting_Payable 27,665 - Various Store Materials Suppliers 48,713,833 - Siemense (For LTP Supply) 105,514,990 - Accounts Payable 41,211,122 41,211,101 Building Payable 4,191,258 4,191,258 Conveyance Payable 244,719 244,719 CPF Account 739,388 305,613 Deduction of Revenue Stamp 3,710 - Employee Wefare Exp._Payable 4,520 4,520 IT Soul International Payable 9,772 9,772 Light House International Payable 13,399 13,399 New Nirman Enterprise Payable 11,159 11,159 Receipt Against Compensation (Group Insurance) 5,383,397 497 Vehicle Payable 9,394,010 1,044,010 Total amount 215,475,361 47,036,048

172 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

WORKER’S PROFIT PARTICIPATION FUND For the year ended 30 June 2020

Annexure-14

Employee receivable Balance as at 30 Balance as at 30 Opening Balance Provision Payment Particulars adjustment June, 2020 June, 2019 BDT BDT BDT BDT BDT BDT Worker’s profit participation fund 273,616,957 211,459,673 262,703,408 10,913,549 211,459,673 273,616,957

ANNUAL REPORT 2019-20 173 ASHUGANJ POWER STATION COMPANY LTD

REVENUE (SALES) For the year ended 30 June 2020

Annexure-15/A

Capacity payment:

Month wise (BDT) 2019-2020 2018-2019 Plant Details July’19 August’19 September’19 October’19 November’19 December’19 January’20 February’20 March’20 April’20 May’20 June’20 (BDT) (BDT)

(i) Unit 3,4,5 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 228,994,747 2,747,936,965 2,747,936,964

(ii) 50 MW plant 29,505,136 29,505,136 29,505,136 29,505,136 29,505,136 29,505,136 29,505,136 20,058,629 22,293,175 29,505,136 29,505,136 29,505,136 337,403,164 326,928,335

(iii) 225 MW plant 269,998,812 269,998,812 269,998,812 270,582,556 271,049,552 266,622,290 264,811,139 264,811,139 264,811,139 264,811,139 262,938,687 262,938,687 3,203,372,764 3,296,459,794

(iv) 450 MW (South) plant 497,486,460 484,633,929 484,633,929 477,408,637 478,399,247 478,399,247 478,399,247 478,399,247 478,399,247 478,399,247 478,399,247 478,399,247 5,771,356,931 6,020,311,426

(v) 450 MW (North) plant 303,413,861 303,413,861 303,413,861 304,182,497 304,797,406 304,797,406 304,797,406 304,797,406 304,797,406 304,797,406 304,797,406 300,820,973 3,648,826,895 4,125,275,511

Less: Capacity payment adjustment (126,836,288) (102,669,406)

Total Capacity payment: 15,582,060,431 16,414,242,624

Annexure-15/B

Energy payment (O & M price):

Month wise (BDT) 2019-2020 2018-2019 Plant Details (BDT) (BDT) July’19 August’19 September’19 October’19 November’19 December’19 January’20 February’20 March’20 April’20 May’20 June’20

(i) Unit 3,4,5 108,294,607 93,649,134 88,085,663 107,942,226 85,306,673 144,994,214 104,122,708 99,297,825 112,274,640 106,518,160 113,346,326 107,871,038 1,271,703,213.44 1,254,518,948

(ii) 50 MW plant 19,092,109 24,661,757 20,771,442 20,455,594 20,474,820 23,957,283 23,759,840 24,444,367 28,958,452 22,260,383 27,496,050 25,146,406 281,478,503.46 193,012,096

(iii) 225 MW plant 9,018,177 8,601,492 7,665,644 8,706,206 7,682,127 1,746,145 7,643,097 7,576,903 8,493,285 7,650,347 8,601,554 8,063,812 91,448,789.00 98,966,286

(iv) 450 MW (South) plant 14,679,722 14,143,495 12,274,675 13,641,719 13,421,143 14,059,395 13,186,258 12,488,161 9,931,554 9,420,756 9,913,361 9,480,403 146,640,642.00 156,814,439

(v) 450 MW (North) plant 18,697,574 25,331,099 26,543,655 27,688,510 21,689,762 23,032,403 25,028,548 21,710,459 26,370,659 25,266,878 25,642,871 24,911,907 291,914,325.00 265,265,291

Total Energy payment (O & M price): 2,083,185,473 1,968,577,060

Annexure-15/C

Energy payment (fuel price):

Month wise (BDT) 2018-2019 Plant Details 2019-2020 (BDT) July’19 August’19 September’19 October’19 November’19 December’19 January’20 February’20 March’20 April’20 May’20 June’20 (BDT)

(i) 225 MW plant 153,884,150 147,257,325 130,131,486 150,524,051 134,803,573 34,290,377 141,058,842 138,843,842 151,403,210 136,771,062 151,736,858 140,899,913 1,611,604,689 1,213,969,858

(ii) 450 MW (South) plant 227,157,566 219,539,984 198,689,010 211,731,229 215,117,855 228,155,100 222,756,749 210,909,147 175,428,310 165,279,954 173,993,797 163,532,671 2,412,291,372 1,731,285,828

(iii) 450 MW (North) plant 153,575,953 203,687,410 212,884,415 221,709,564 177,697,415 187,581,988 211,866,637 180,517,949 212,096,240 204,347,904 208,778,885 200,685,340 2,375,429,700 1,496,302,028

Total Energy payment (fuel price): 6,399,325,761 4,441,557,714

174 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

COST OF SALES For the year ended 30 June 2020

Annexure-16

Fuel cost - gas and diesel

Month wise (BDT) Plant Details 2019-2020 2018-2019 July August September October November December January February March April May June (BDT) (BDT) A. Cost of gas: (i) Unit 3,4,5 115,616,883 103,615,294 98,715,612 112,612,427 95,014,961 150,884,092 110,988,414 101,420,160 113,240,168 114,267,339 119,307,985 118,197,047 1,353,880,382 1,330,128,004

(ii) 50 MW plant 21,307,800 26,727,901 22,530,986 20,496,048 21,673,179 25,289,301 24,643,887 25,532,462 30,527,588 23,442,824 29,145,803 26,868,992 298,186,771 199,806,022

(iii) 225 MW plant 152,242,789 147,645,779 133,824,115 149,799,027 138,512,056 37,529,773 140,671,374 135,947,899 149,469,843 136,172,736 151,157,457 140,285,417 1,613,258,265 1,187,076,311

(iv) 450 MW (South) plant 211,679,575 207,421,504 186,594,418 197,358,714 200,378,721 212,375,885 208,035,510 197,602,935 162,688,706 154,143,287 162,444,504 152,196,465 2,252,920,224 1,613,098,233

(v) 450 MW (North) plant 159,779,804 202,892,868 212,006,632 216,504,434 172,921,344 186,957,583 204,060,308 179,143,894 205,479,515 190,463,212 201,790,834 197,570,236 2,329,570,664 1,607,770,176

Total cost of gas in this year (A) 7,847,816,306 5,937,878,746

Add: cost of diesel (B) 262,600 189,528

Total Fuel cost - gas and diesel (A+B) 7,848,078,906 5,938,068,274

ANNUAL REPORT 2019-20 175 ASHUGANJ POWER STATION COMPANY LTD

GOVERNMENT LOANS For the year ended 30 June 2020

Annexure-17

Repayment schedule of loan given by Government of Bangladesh for 450 MW (North) Total Investment : BDT 3,527,166,000 Equity portion (60%) : BDT 2,116,300,000 Loan portion (40%) : BDT 1,410,866,000 Repayment period : 20 years including 5 years grace period Rate of interest : 3% per annum

Yearly fixed amount to be paid (Capital) Yearly interest to be paid Total payment Year Beginning balance BDT Ending balance BDT BDT BDT (Capital+Interest) BDT

1 1,410,866,000 - 42,326,000 42,326,000 1,410,866,400 2 1,410,866,000 - 42,326,000 42,326,000 1,410,866,400 3 1,410,866,000 - 42,326,000 42,326,000 1,410,866,400 4 1,410,866,000 - 42,326,000 42,326,000 1,410,866,400 5 1,410,866,000 - 42,326,000 42,326,000 1,410,866,400 6 1,410,866,000 94,057,800 42,326,000 136,383,800 1,316,808,600 7 1,316,809,000 94,057,800 39,504,300 133,562,000 1,222,750,900 8 1,222,751,000 94,057,800 36,682,500 130,740,300 1,128,693,100 9 1,128,693,000 94,057,800 33,860,800 127,918,600 1,034,635,400 10 1,034,635,000 94,057,800 31,039,100 125,096,800 940,577,600 11 940,578,000 94,057,800 28,217,300 122,275,100 846,519,800 12 846,520,000 94,057,800 25,395,600 119,453,400 752,462,100 13 752,462,000 94,057,800 22,573,900 116,631,600 658,404,300 14 658,404,000 94,057,800 19,752,100 113,809,900 564,346,600 15 564,347,000 94,057,800 16,930,400 110,988,200 470,288,800 16 470,289,000 94,057,800 14,108,700 108,166,400 376,231,000 17 376,231,000 94,057,800 11,286,900 105,344,700 282,173,300 18 282,173,000 94,057,800 8,465,200 102,523,000 188,115,500 19 188,116,000 94,057,800 5,643,500 99,701,200 94,057,800 20 94,058,000 94,057,800 2,821,700 96,879,500 -

176 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

FOREIGN LOANS For the year ended 30 June 2020

Annexure-18 A

Repayment schedule of loan given by Kreditenstalt Fur Wiederaufbau (KFW) for Overhauling unit # 3, 4 and 5 Interest rate : 8% Installment : 18 years including 3 years grace period 15 equal consecutive yearly installment EURO : 32,301,627 (1 Euro = BDT 72) Total loan : BDT 2,325,717,140 Equity (60%) : BDT 1,395,430,284 Debt (40%) : BDT 930,286,857

Repayment of principal Installment (principal+ Total principal amount Interest @ 8% Installment amount interest) Installment due date serial no. BDT BDT BDT BDT Mar 2007 to Sep 2007 - - 43,413,387 43,413,387 1 01 Oct 2007 930,286,856 62,019,124 - 62,019,124 2 01 Oct 2008 868,267,732 62,019,124 69,461,419 131,480,542 3 01 Oct 2009 806,248,608 62,019,124 64,499,889 126,519,012 4 01 Oct 2010 744,229,484 62,019,124 59,538,359 121,557,482 5 01 Oct 2011 682,210,361 62,019,124 54,576,829 116,595,952 6 01 Oct 2012 620,191,237 62,019,124 49,615,299 111,634,423 7 01 Oct 2013 558,172,113 62,019,124 44,653,769 106,672,893 8 01 Oct 2014 496,152,989 62,019,124 39,692,239 101,711,363 9 01 Oct 2015 434,133,866 62,019,124 34,730,709 96,749,833 10 01 Oct 2016 372,114,742 62,019,124 29,769,179 91,788,303 11 01 Oct 2017 310,095,618 62,019,124 24,807,649 86,826,773 12 01 Oct 2018 248,076,495 62,019,124 19,846,120 81,865,243 13 01 Oct 2019 186,057,371 62,019,124 14,884,590 76,903,713 14 01 Oct 2020 124,038,247 62,019,124 9,923,060 71,942,183 15 01 Oct 2021 62,019,123 62,019,124 4,961,530 66,980,654

ANNUAL REPORT 2019-20 177 ASHUGANJ POWER STATION COMPANY LTD

FOREIGN LOANS For the year ended 30 June 2020

Annexure-18 B Repayment schedule of loan given by Asian Development Bank for 450 MW (North) Repayment period : 20 Years (including grace period 5 years) Installment : 30 semi-annual consecutive installment Rate of interest : 4% Total loan : USD 228,000,001

Principal amount Interest on total Principal + Installment sl. Disbursement / Opening balance Closing balance Interest fallen due principal out- interest no. falling date USD USD @4% USD standing USD USD

Grace period 5 Years 228,000,000 - - - - - 1 01 Feb 2017 228,000,000 7,600,000 220,400,000 4% 45,600,000 53,200,000 2 01 Aug 2017 220,400,000 7,600,000 212,800,000 4% 4,408,000 12,008,000 3 01 Feb 2018 212,800,000 7,600,000 205,200,000 4% 4,256,000 11,856,000 4 01 Aug 2018 205,200,000 7,600,000 197,600,000 4% 4,104,000 11,704,000 5 01 Feb 2019 197,600,000 7,600,000 190,000,000 4% 3,952,000 11,552,000 6 01 Aug 2019 190,000,000 7,600,000 182,400,000 4% 3,800,000 11,400,000 7 01 Feb 2020 182,400,000 7,600,000 174,800,000 4% 3,648,000 11,248,000 8 01 Aug 2020 174,800,000 7,600,000 167,200,000 4% 3,496,000 11,096,000 9 01 Feb 2021 167,200,000 7,600,000 159,600,000 4% 3,344,000 10,944,000 10 01 Aug 2021 159,600,000 7,600,000 152,000,000 4% 3,192,000 10,792,000 11 01 Feb 2022 152,000,000 7,600,000 144,400,000 4% 3,040,000 10,640,000 12 01 Aug 2022 144,400,000 7,600,000 136,800,000 4% 2,888,000 10,488,000 13 01 Feb 2023 136,800,000 7,600,000 129,200,000 4% 2,736,000 10,336,000 14 01 Aug 2023 129,200,000 7,600,000 121,600,000 4% 2,584,000 10,184,000 15 01 Feb 2024 121,600,000 7,600,000 114,000,000 4% 2,432,000 10,032,000 16 01 Aug 2024 114,000,000 7,600,000 106,400,000 4% 2,280,000 9,880,000 17 01 Feb 2025 106,400,000 7,600,000 98,800,000 4% 2,128,000 9,728,000 18 01 Aug 2025 98,800,000 7,600,000 91,200,000 4% 1,976,000 9,576,000 19 01 Feb 2026 91,200,000 7,600,000 83,600,000 4% 1,824,000 9,424,000 20 01 Aug 2026 83,600,000 7,600,000 76,000,000 4% 1,672,000 9,272,000 21 01 Feb 2027 76,000,000 7,600,000 68,400,000 4% 1,520,000 9,120,000 22 01 Aug 2027 68,400,000 7,600,000 60,800,000 4% 1,368,000 8,968,000 23 01 Feb 2028 60,800,000 7,600,000 53,200,000 4% 1,216,000 8,816,000 24 01 Aug 2028 53,200,000 7,600,000 45,600,000 4% 1,064,000 8,664,000 25 01 Feb 2029 45,600,000 7,600,000 38,000,000 4% 912,000 8,512,000 26 01 Aug 2029 38,000,000 7,600,000 30,400,000 4% 760,000 8,360,000 27 01 Feb 2030 30,400,000 7,600,000 22,800,000 4% 608,000 8,208,000 28 01 Aug 2030 22,800,000 7,600,000 15,200,000 4% 456,000 8,056,000 29 01 Feb 2031 15,200,000 7,600,000 7,600,000 4% 304,000 7,904,000 30 01 Aug 2031 7,600,000 7,600,000 - 4% 152,000 7,752,000

178 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

FOREIGN LOANS For the year ended 30 June 2020

Annexure-19 Repayment schedule of loan given by Islamic Development Bank for 450 MW (North) Repayment period : 20 years (including grace period 5 years) Installment : 30 semi-annual consecutive installment Rate of Interest : 4% Total loan : USD 200,000,000

Principal amount Interest on total Principal + Installment sl. Disbursement / Opening balance Closing balance Interest fallen due principal out- interest no. falling date USD USD @4% USD standing USD USD

Grace period 5 Years 200,000,000 - - - - - 1 01 Feb2018 200,000,000 6,666,667 193,333,333 4% 42,666,640 49,333,307 2 01 Aug 2018 193,333,333 6,666,667 186,666,667 4% 3,866,667 10,533,333 3 01 Feb 2019 186,666,667 6,666,667 180,000,000 4% 3,733,333 10,400,000 4 01 Aug 2019 180,000,000 6,666,667 173,333,333 4% 3,600,000 10,266,667 5 01 Feb 2020 173,333,333 6,666,667 166,666,667 4% 3,466,667 10,133,333 6 01 Aug 2020 166,666,667 6,666,667 160,000,000 4% 3,333,333 10,000,000 7 01 Feb 2021 160,000,000 6,666,667 153,333,333 4% 3,200,000 9,866,667 8 01 Aug 2021 153,333,333 6,666,667 146,666,667 4% 3,066,667 9,733,333 9 01 Feb 2022 146,666,667 6,666,667 140,000,000 4% 2,933,333 9,600,000 10 01 Aug 2022 140,000,000 6,666,667 133,333,333 4% 2,800,000 9,466,667 11 01 Feb 2023 133,333,333 6,666,667 126,666,667 4% 2,666,667 9,333,333 12 01 Aug 2023 126,666,667 6,666,667 120,000,000 4% 2,533,333 9,200,000 13 01 Feb 2024 120,000,000 6,666,667 113,333,333 4% 2,400,000 9,066,667 14 01 Aug 2024 113,333,333 6,666,667 106,666,667 4% 2,266,667 8,933,333 15 01 Feb 2025 106,666,667 6,666,667 100,000,000 4% 2,133,333 8,800,000 16 01 Aug 2025 100,000,000 6,666,667 93,333,333 4% 2,000,000 8,666,667 17 01 Feb 2026 93,333,333 6,666,667 86,666,667 4% 1,866,667 8,533,333 18 01 Aug 2026 86,666,667 6,666,667 80,000,000 4% 1,733,333 8,400,000 19 01 Feb 2027 80,000,000 6,666,667 73,333,333 4% 1,600,000 8,266,667 20 01 Aug 2027 73,333,333 6,666,667 66,666,667 4% 1,466,667 8,133,333 21 01 Feb 2028 66,666,667 6,666,667 60,000,000 4% 1,333,333 8,000,000 22 01 Aug 2028 60,000,000 6,666,667 53,333,333 4% 1,200,000 7,866,667 23 01 Feb 2029 53,333,333 6,666,667 46,666,666 4% 1,066,667 7,733,333 24 01 Aug 2029 46,666,667 6,666,667 40,000,000 4% 933,333 7,600,000 25 01 Feb 2030 40,000,000 6,666,667 33,333,333 4% 800,000 7,466,667 26 01 Aug 2030 33,333,333 6,666,667 26,666,667 4% 666,667 7,333,333 27 01 Feb 2031 26,666,667 6,666,667 20,000,000 4% 533,333 7,200,000 28 01 Aug 2031 20,000,000 6,666,667 13,333,333 4% 400,000 7,066,667 29 01 Feb 2032 13,333,333 6,666,667 6,666,667 4% 266,667 6,933,333 30 01 Aug 2032 6,666,667 6,666,667 - 4% 133,333 6,800,000

ANNUAL REPORT 2019-20 179 ASHUGANJ POWER STATION COMPANY LTD

450 MW (SOUTH) PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-20 A 450 MW (South) Project CESCE loan repayment schedule

Repayment Repayment date Repayment amount (proportion) number

First repayment date means the date falling six months after 1/20th of the amount described in clause 7.2(a) as per 1 the starting point of credit Common Terms Agreement (CTA) 2 6 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 3 12 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 4 18 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 5 24 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 6 30 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 7 36 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 8 42 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 9 48 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 10 54 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 11 60 months after first repayment date 1/19thof the amount described in clause 7.2(b) as per CTA 12 66 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 13 72 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 14 78 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 15 84 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 16 90 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 17 96 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 18 102 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 19 108 months after first repayment date 1/19th of the amount described in clause 7.2(b) as per CTA 114 months after first repayment date (being the final 20 1/19th of the amount described in clause 7.2(b) as per CTA repayment date)

180 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

450 MW (SOUTH) PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-20 B 450 MW (South) Project Hermes loan repayment schedule

Repayment Repayment date Repayment amount (proportion) number First repayment date means the date falling six months after 1/20th of the amount described in clause 7.10(a) as per 1 the starting point of credit Common Terms Agreement (CTA) 2 6 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 3 12 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 4 18 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 5 24 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA) 6 30 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 7 36 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 8 42 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 9 48 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 10 54 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 11 60 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 12 66 Months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 13 72 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 14 78 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 15 84 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 16 90 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 17 96 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 18 102 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA) 19 108 months after first repayment date 1/19th of the amount described in clause 7.10(b) as per CTA 114 months after first repayment date (being the final 20 1/19th of the amount described in clause 7.10(b) as per CTA repayment date)

ANNUAL REPORT 2019-20 181 ASHUGANJ POWER STATION COMPANY LTD

450 MW (SOUTH) PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-20 C 450 MW (South) Project MIGA commercial loan repayment schedule

Repayment Repayment date Repayment amount (proportion) number First repayment date means the date falling six months after 1/20th of the amount described in clause 7.6(a) as per Common 1 the starting point of credit Terms Agreement (CTA) 2 6 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 3 12 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 4 18 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 5 24 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 6 30 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 7 36 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 8 42 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 9 48 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 10 54 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 11 60 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 12 66 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 13 72 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 14 78 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 15 84 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 16 90 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 17 96 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 18 102 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 19 108 months after first repayment date 1/19th of the amount described in clause 7.6(b) as per CTA 114 months after first repayment date (being the final 20 1/19th of the amount described in clause 7.6(b) as per CTA repayment date)

182 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

450 MW (SOUTH) PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-20 D 450 MW (South) Project ONDD loan repayment schedule

Repayment Repayment date Repayment amount (proportion) number

First repayment date means the date falling six months after 1/20th of the amount described in clause 7.14(a) as per 1 the starting point of credit common terms agreement (CTA) 2 6 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 3 12 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 4 18 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 5 24 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 6 30 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 7 36 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 8 42 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 9 48 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 10 54 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 11 60 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 12 66 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 13 72 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 14 78 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 15 84 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 16 90 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 17 96 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 18 102 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 19 108 months after first repayment date 1/19th of the amount described in clause 7.14(b) as per CTA 114 months after first repayment date (being the final 20 1/19th of the amount described in clause 7.14(b) as per CTA repayment date)

ANNUAL REPORT 2019-20 183 ASHUGANJ POWER STATION COMPANY LTD

225 MW PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-21 A 225 MW Project Repayment schedule of Hermes loan

Repayment Repayment date Repayment amount (proportion) number

First repayment date means the falling six 1 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) months after the starting point of credit 2 6 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 3 12 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 4 18 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 5 24 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 6 30 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 7 36 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 8 42 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 9 48 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 10 54 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 11 60 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 12 66 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 13 72 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 14 78 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 15 84 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 16 90 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 17 96 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 18 102 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 19 108 months after first repayment date 5% of the amount described in clause 8.6 as per Common Terms Agreement (CTA) 114 months after first repayment date 20 5% of the amount described in clause 8.7 as per CTA (being the final repayment date)

184 ASHUGANJ POWER STATION COMPANY LTD ASHUGANJ POWER STATION COMPANY LTD

225 MW PROJECT ECA LOAN For the year ended 30 June 2020

Annexure-21 B 225 MW Project Repayment schedule of K-sure loan

Repayment Repayment date Repayment amount (proportion) number

First repayment date means the falling six months after 5% of the amount described in clause 8.2 as per Common Terms Agreement 1 the starting point of credit (CTA) 2 6 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 3 12 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 4 18 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 5 24 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 6 30 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 7 36 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 8 42 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 9 48 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 10 54 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 11 60 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 12 66 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 13 72 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 14 78 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 15 84 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 16 90 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 17 96 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 18 102 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 19 108 months after first repayment date 5% of the amount described in clause 8.2 as per CTA 114 months after first repayment date (being the final 20 5% of the amount described in clause 8.3 as per CTA repayment date)

ANNUAL REPORT 2019-20 185 186 ASHUGANJ POWER STATION COMPANY LTD

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